New Hope
by SkywalkerT-65
Summary: "I have fought alone for so long. I don't even know what it is like to have help or friends any longer, certainly not those who can aid me in my mission. But, perhaps...that can change." Homura Akemi has no idea what she had gained when she stumbled upon Rukia Kuchiki and Ichigo Kurosaki fighting a Witch. Perhaps...the aid she needs to finally end her horrible curse. Homura-Centric
1. The Shinigami

**AN: My muse hates me. Every time I find a new great series, my brain goes into overdrive wanting to _write write write_ a new fic. Especially when it can be crossed over with something.  
**

 **Thus, this was born. I wouldn't be posting this, but I've gotten through two chapters already and a third is on the block. That, and I'm almost finished with one of my fics ( _Angel_ just needs two more chapters to be written and I'll have all the remaining chapters pre-written and ready to post), so I feel secure in posting this since that would just leave me with this, _Soul Hunter_ , and _Snow_ as ongoing fics (with _Recovery_ semi-ongoing). I can manage that, and this idea wouldn't leave me alone.**

 **This'll also be my first ever slash of any variety...so that's new. _PMMM_ does lend itself towards that, what with the all-but-canon Homura/Madoka and Kyoko/Sayaka and all.**

 **Hope everyone enjoys it!**

* * *

 **Homura Akemi**

* * *

 _What is going on here? A new Witch is not something I haven't encountered before. There are plenty of ways for this to happen...perhaps Mami missed a Familiar. But there should not be anyone else fighting it. I know exactly where every Magical Girl in the area is located, and none are near here._

Rushing through the typically confusing and terrifying-to-the-average-person Labyrinth of a Witch, the young girl couldn't understand how something was happening that she had not encountered previously. She had relived her life so many times...there shouldn't be anything new, not now. She could understand a new Witch, as there truly was several ways such a thing could happen outside her control. But on the other hand, she couldn't understand how someone could already be fighting it. She made it a very specific point to know the locations and actions of every single Magical Girl in Mitakihara at all times...she had to. And right now, none but herself should be anywhere near this Witch. She had _just_ left the hospital, and she knew that none of the potential girls hung out in that area at that time.

Mami Tomoe would be hunting Witches on the other side of town, and by extension, not be in any position to reach this Witch so soon. Sayaka Miki should currently be enjoying her life, completely and blissfully unaware of the horrible fate that always seemed to await her. No matter how she tried to save the other girl, if only for _her_ sake, it never worked. Kyoko Sakura shouldn't even _be_ in Mitakihara, not until Mami was killed...if that even happened, though no matter what the girl tried she was never able to keep Mami alive. And the only remaining option was...

 _No! I will never allow her to become a Magical Girl again._

If Madoka Kaname became a Magical Girl, then her protector had already failed her mission, and could never forgive herself for that. So...who then, was fighting through this Labyrinth? As she passed through winding passageways made of nothing but wildly shifting portraits, Homura Akemi had no answer for her question. Ducking underneath a minions attack, she pulled a pistol from her sleeve and fired a single shot, the twisted replica of the Mona Lisa falling away and dissolving into dust. Whomever was fighting ahead of her had not bothered to completely clear out the area...that was a rookie error on multiple levels, as even minions are fully capable of killing a Magical Girl if they get cocky...or are new.

Homura had seen both, far too many times.

"Who could be fighting?" she spoke, toneless voice echoing through the labyrinthine halls with the sound of pistol fire. Even alone, the barriers she had so carefully constructed left her voice emotionless. She just no longer had it in her to do any different, even when she wasn't putting up a facade.

It was a sign, truly, of how much her mission was getting to her. There was a time when the young girl had been cheerful and happy to be working with other Magical Girls, fighting for justice. She knew that Mami Tome and Madoka were the exact same...it was in large part why she had gravitated to both of them in the early days...though there was far, _far_ more to it when it came to Madoka. On the other hand, Sayaka Miki was much the same...but only for a short time, before the weight of her mission and the horrible truths of it wore her down into despair. Kyoko Sakura was just...selfish, at first at any rate. While there were certainly worse Magical Girls, she was not by any means a good one, until meeting Sayaka.

Shaking her head to clear those thoughts, Homura focused on the subtle pulsing from her hand.

"Only a little further."

Her Soul Gem was shining brightly with the corrupt energy of a Witch nearby. It grew ever brighter, meaning that the monster that was once a girl was not far. Even were it not for that, she would know though...from the sound of combat echoing through the Labyrinth.

"What the hell kinda Hollow is this anyway?!"

"How should I know?!"

"You're supposed to know!"

"Well I don't! Just kill the damn thing!"

It was a very rare thing that confused Homura Akemi. After twenty...thirty...forty...however many times she had relived this horrible period in her life, nothing should have been able to. But what she was hearing defied all logic. The first voice had been _male_. And that was not possible, as Magical _Boys_ did not exist. Men could not even see Witches, let alone fight them. Not to mention, not even when trained by Mami who was the most veteran Magical Girl she knew, had Homura ever heard of them called 'Hollow'. It fit to a certain extent, as a Witch was a Magical Girl, hollowed out by ultimate despair. But nonetheless...

 _Who are you?_

Slowing down slightly, if only out of caution, Homura stuck her head around the corner, dark hair falling in a curtain around her face. Deep purple eyes examined the heart of the Labyrinth, finding it full of paintings...from childish finger paint, to corrupted masterpieces. All of them circled the room so fast that if it weren't for her highly trained eyesight, she might not have recognized any. Not that she did at this point either...for her attention was on the Witch, and the two figures fighting her.

The male voice came from a tall teenager, probably a few years older than herself, with startlingly orange hair. Homura should have been used to bizarre hair colors, with Hitomi Shizuki's green, Sayaki Miki's blue, and Madoka's pink. But this orange...it was almost blinding, in the dull colors of the Labyrinth. Of course, the pitch black robe the teen wore and the truly _massive_ blades he held in his hands also set him apart from anything she had seen. He moved with a practiced ease, easily dodging around the Witch's attacks.

"Rukia, this thing ain't normal!" the teen shouted, turning to the _other_ person drawing Homura's attention.

Namely, a short girl...even shorter than Madoka. Her hair, the same shade as Homura's own, was cut short and framed a youthful face. Her eyes though...they were, just as the hair, nearly the same shade as the Magical Girl's own. And just as her own...they had an age to them that her face didn't show. She held a beautiful white blade in her hand, cutting a strand of darkness- almost like black paint -the Witch sent at her. The tendril fell away, frozen solid from the point the sword had touched it.

The Witch itself was an amorphous blob, pierced at seemingly random intervals by massive pencils and paint brushes. Clearly, the Magical Girl that had formed her was either an artist or had wished to be one- or help one. Which did not serve to give her any more clues as to the identity of the girl in question.

"What was your first clue Ichigo?!" 'Rukia' shouted back, jumping back from the Witch.

'Ichigo' snorted, "Well, the fact it doesn't have a mask for one. Not to mention this creepy ass maze. Even what's his face, the pink Espada, wasn't this bad from what Renji told us!"

"He was insane, but not in this way. I think we have to kill the Hollow to get out of here."

Homura still had not even the slightest clue who these two were. Or why they seemed to think a Witch was a 'Hollow'. But that hardly mattered at the moment, because what they _did_ do was send a jolt of hope through her, such that she hadn't felt in...so long, that she hardly remembered the feeling. Homura had long-since grown used to the idea that she would always fight Walpurgisnacht alone, since it was nearly impossible to change the fates of any of the other girls. She had nearly given up trying, once she decided that fighting alone and protecting Madoka was far more important than helping the others, even if it made her own fight more difficult.

But this...the two teenagers in front of her clearly had no idea what a Witch was. And yet, they were perfectly capable of fighting one...neither bore any wounds. She could not claim to know how strong they truly were...but any aid could help. If she helped with the Witch, she might be able to secure their assistance when the time came to fight her worst foe.

And Homura Akemi could hardly say no to new help.

"That is called a Witch," as such, she stepped into view, replacing her pistol with a large machinegun.

"Who..." Ichigo scowled at her, "the hell are you?"

"Homura Akemi," she answered tonelessly, firing a brace of bullets into a sharpened pencil that had detached from the Witch.

Rukia just looked at the Magical Girl with a cautious expression, "Introductions can wait. You said this is a..."

"Witch," she repeated, "I can explain after we have killed it."

The male teenager shrugged, "That I can work with. How _do_ we kill it then? Cut it till it's dead?"

"That would work, yes."

Scowl growing, Ichigo nodded, "Figures. Here we were looking for a mask when we could just cut it anywhere."

His friend- or so Homura assumed -shook her head in bemusement, before holding her sword in front of her, tip to the ground. Continuing to fire into the Witch, inwardly a bit frustrated that she couldn't just freeze time to kill it if she wanted _any_ form of trust from the two with her, the Magical Girl was confused for a split-second. That was not a way to fight the Witch, as she was not even going to defend herself. The confusion was replaced with ever-so-slight shock, as the girl named Rukia stabbed the tip of her brilliant blade into the ground...and snow rose from the place where it had cut. Homura had already seen Rukia freeze the tendril of paint with her blade...

But not once had she ever seen a Magical Girl with the ability to control the environment like that. Her experience was woefully limited to those who were involved in her time-loop in Mitakihara, yes. But none of them had shown this type of ability...not even Madoka. And it _was_ control of the environment and not just forming snow, as Homura felt a distinct drop in temperature as Rukia finished a fourth stab and held her blade, tip now aimed at the Witch.

"Tsugi no mai, Hakuren," the shorter girl spoke softly, as _a wave of snow and ice_ shot from the tip of her blade.

Even as the Witch was encased in a block of deep blue ice, Homura was beginning to believe her decision to intervene in the hopes of gaining new allies was the correct one. Power such as that...would be the perfect trump card against Walpurgisnacht. Perhaps, even against the Incubators if she must fight them to keep Madoka safe.

"Well, that was easy," Ichigo deadpanned, as the ice shattered...the Witch fading with it, "This place going away now?"

"Yes," Homura answered shortly, walking up to the fading ice even as the Labyrinth faded around her. There wasn't always a Grief Seed with a Witch, but even if she hadn't used her true power in that place...having a spare was _never_ a bad thing. Luckily for her, as the Labyrinth faded away to reveal an ordinary suburban sidewalk, there was the familiar sight of the pitch black 'seed' sitting on the ground.

"What the hell is that?" the orangehead looked over her shoulder.

Homura sent a flat look back at him, her eyes narrowed slightly at him following her, "A Grief Seed. Most Witches will carry them, and it is my duty to collect them."

Ichigo shrugged, "Well, that thing definetly wasn't a Hollow then. They never drop anything."

"May I see that?" Rukia appeared next to the pair, her violet eyes narrowed on the Seed.

The flat look moved to the female member of the pair of mysterious fighters. Homura wasn't exactly eager to hand over the Seed. She hadn't earned it herself, yes, but having a large stock of them was always important as it allowed her free reign to use her Magic more regularly. Cleaning the taint on her Soul Gem was every bit as important to her mission as anything else, as if she turned into a Witch...it was all over. On the other hand, she _had_ to start building trust if she wanted aid from these two. And right now...the idea of aid outside the norm was appealing.

"Very well," so she handed the Grief Seed to Rukia, who scowled remarkably like her friend before thrusting it right back at Homura.

"That is horrible," Rukia spoke, her voice betraying a level of shock, "even a Hollow does not feel like that."

"Let me see it then," the taller fighter broke in, only to narrow his own eyes once it was in his hand, "This feels worse than Zangetsu used to."

Looking at the pair, her face not betraying her curiosity, Homura could only speculate on what they meant. It was clear they were repulsed on a subconscious level by the Grief Seed. She could hardly blame them in that regard...the Magical Girl herself hated everything about the dark objects. She acknowledged that it was impossible to fight without using them- Sayaka Miki was a prime example of what happened when one did -but that did _not_ mean she had to enjoy it.

 _Knowing that this used to be a Magical Girl...knowing that Madoka would one day become this if she Contracts with that monster..._ Homura couldn't help the slight shudder at the thought, having actually _seen_ that happen, _It is why I can never allow her to become a Magical Girl ever again._

"I think we need to take that to Urahara," Rukia continued.

"Hat and Clogs would get a kick out of something new."

"Who are you referring to?" Homura asked.

Rukia sighed, "Kisuke Urahara. The man is strange, but he is the smartest shinigami there is. If anyone should know about that...Grief Seed...it should be him."

Homura froze at that statement. Neither of the teens in front of her noticed, starting to bicker about how smart this Urahara actually was. That might be a blessing in disguise, because what Rukia had just said had her mind in overdrive, with good reason.

 _Shinigami...Death Gods..._

She had never heard of them being real. There were stories, but she had always assumed them to be myths and never put much stock in it, even during her early timelines when the young girl looked for any way to give her an edge on Walpurgisnacht. Magic and souls may have been real...the Incubator made that clear. But the idea that gods of any variety were real was something she could not believe in, not anymore. She might have at one point, but after so many timelines...so many times seeing Madoka die and being unable to prevent it, she could only see whatever deity there might be as a heartless monster who enjoyed torturing her.

But the way that Rukia had so _casually_ claimed that 'Urahara' was one...

"Hey, you okay in there?" Ichigo's voice broke into her thoughts.

Forcing her confusion back under her emotionless shell, Homura nodded, "Yes. You just caught me off guard."

"You didn't know about shinigami?" Rukia was clearly a sharp one, "That's odd...most spiritually aware beings have at least heard of them. At least if they are so well developed."

"I have heard of them," Homura replied, "But I have never believed them to be real."

"Neither did I until the midget jumped into my life," Ichigo chimed in, only for a kick to his shin, "Ow!"

Rolling her eyes, the aforementioned 'midget' turned to the taller girl, "What exactly _are_ you, Akemi-san?"

If the situation were any different, Homura would not have answered that question. Only other Magical Girls or those contacted by the monster who tricked them should know of her existence as one. Or even that they existed in the first place. But she had been seen in her outfit- something no normal human could do, even as she dissipated it with a thought, dropping back into a casual dress -and the two in front of her seemed to be _real_ shinigami. And as she reminded herself once more...Homura needed them, at least for this timeline, against Walpurgisnacht. There was no guarantee they could beat the monster of a Witch...

But she had to at least try.

"I am a Magical Girl."

There was several reactions Homura may have expected to that statement. Shock and disbelief would have been the most rational and easiest to understand, for good reason. She did not really expect it in this case however...not when they had seen her transformation back to normal, and fought a Witch. Another option would be to attack her. The girl didn't know how shinigami- if that was what they truly were -related to Magical Girls. Were they friends? Or foes? That was yet another thing that the Incubator had never bothered explaining. The list of _those_ was long enough that she could write a book on it. All that being said, the last reaction that Homura expected was what she got.

Namely, Ichigo snorting in amusement, while Rukia looked contemplative.

"Magical Girl," the orangehead got out, "what is this, a tv show?"

Homura should have felt insulted, but with her tight grip on her feelings...all she could muster was a shake of her head, "It is quite real."

"Yeah but..."

Rukia kicked his shin again, "Ichigo, you're a soul running around outside your body fighting evil spirits. Then there's the Bounts and Fullbringers."

"Whatever..." he looked mutinous, glaring at the shorter girl while rubbing his leg.

Understandably though, Homura was hardly paying attention to that. She felt the hard and cold feeling of the ring on her finger...her Soul Gem. That name was true in more ways than one...it was _her_ , not the body that was currently standing in front of two apparently-disembodied souls. Which defied all logic...at least, all the logic she was aware of. The Incubator had flat-out stated in more than one timeline that Souls would vanish when the human body died. _Vanish_ , not move on or change form. Making the Soul Gem was supposed to be a way to counter that.

Clearly, that was not true if the two in front of her were to be believed.

"Still though," Rukia continued, "I've never heard of a Magical Girl, not even with how long I've been a shinigami. Would you be willing to come see Urahara too Akemi-san?"

Her first instinct was to say no. She had to stay in Mitakihara, presuming they weren't from the city- a likely assumption, as Homura had never seen them. She couldn't leave Madoka...vulnerable to that monster that would contract her in a heartbeat. On the same token however, she couldn't very well turn down the potential aid. She relied on no one but herself, but she wasn't _so_ far removed from when the Magical Girl team had been a thing that Homura couldn't acknowledge that she could use help. Especially help that the Incubator may not even know of.

She would just have to take the risk. If something happened to Madoka...she would just reset the timeline, and try again. She would hate herself for it, but the potential benefits just had to be worth the risk. She _had_ to hope that.

"Very well," the stoic girl nodded slightly, "Where exactly is this Urahara?"

"Karakura Town," Ichigo answered with a slight scowl again, "Normally that's where _we'd_ be, since I live there and Rukia's assigned as the resident shinigami most of the time. But we had to come up here today...and got stuck with that Witch-thing."

 _Karakura_... Homura mused, _Near Tokyo, though I have never been there myself. Perhaps this may work to my benefit. Though there is something they are not telling me.  
_

"So long as we do not stay for long, I am okay with going."

Hopefully this would work to her benefit, and not leave Madoka vulnerable to _Kyubey_...

* * *

 _This is not what I expected._

Homura Akemi stared blankly at the small, and very run down, shop in front of her. There was a sign clearly marking it as the Urahara Store, but she found it incredibly hard to believe that the man that her companions had told her about would have such a run-down building. Kuchiki-san and Kurosaki-san had said the man was...eccentric, but still extremely intelligent and powerful, after she got their last names. Their description of a scientist smarter than the most famous minds she had ever heard of, and with more power than even most shinigami did not lend itself to an image of a decrepit store-front, hidden away in an alley. Granted, the man may not want to draw attention to himself...that, she could understand perfectly well.

Even if it did make her doubt his ability to help her somewhat.

"Come on," Kurosaki-san spoke up, "this is where he lives."

"Wouldn't know from looking at it though," Kuchiki-san sniffed, "Urahara is perfectly capable of cleaning it up, but that man is so lazy and stingy with his money."

"...it would appear so," the Magical Girl agreed. She knew her monotone got on the taller teenager's nerves, but she still didn't change it.

"Hey, it's the carrot-top!"

A bratty child voice. Homura could do without that, as she had little patience for brats. Kyoko was a brilliant example, and the boy sneering at them from the front of the store reminded her of that girl. Similar shade of hair, but short and spiky instead of rivaling her own in length. He had a bat on his shoulder, and a cocky expression on his face. The kid seemed extremely sure of himself, and more than a little arrogant as well. In simpler terms...everything that bugged the Magical Girl.

"He brought a new girl along too," the kid continued, "didn't know ya had it in ya!"

He even _talked_ like Kyoko.

"Shut it you little brat," Kurosaki-san seemed to have little patience with the kid himself, "Is Urahara here?"

"Sure, the boss is here, talking with what's her face...the girl with the big jugs."

 _I have never seen such an ill-behaved brat._

Kuchiki-san _also_ seemed to be at the end of her rope, so to speak. Her similar eyes were glaring at the unrepentant boy, who just scratched his ear lazily. This child had to be a handful for whomever raised him. And did not reflect well on Urahara, were he the one to do so.

"Inoue is here?" then again, Kuchiki-san sounded interested in this new person.

The boy shrugged, "Sure. Somethin about getting those weird ingredients she likes to mix around. Boss just got a shipment of stuff from Europe."

It was interesting really. Both Kuchiki and Kurosaki-san flinched in unison at the mention of this Inoue's cooking. Homura was not the best chef herself, though she could manage...after so many loops, she had to learn to feed herself to avoid contact with others as much as possible. And before that, it had always been Mami who had fed the other Magical Girls, so she couldn't say how others would actually react to her cooking. But she could hope it wasn't with the slightly green faces she was seeing now. It was also pointless to speculate, and she just wanted to get away from the bratty child and meet Urahara. The longer she spent standing around like this, the more potential danger Madoka was in.

As such, she looked at her companions, and just stared dully at the pair. Kurosaki-san was the first to notice, scratching his neck in what she had quickly realized was a nervous tic.

"Let's go ahead and head in," he said, dropping his hand and moving forward, his body not having quite the grace his soul possessed...though Homura may be the only one to notice as much.

"Yes...let's," Kuchiki-san agreed, muttering under her breath, "I can only deal with that brat so long."

In an earlier loop, Homura might have cracked a smile at that, and the insulted look on the aforementioned brat's face. And her lip still twitched up slightly now. But otherwise, she just flipped her hair behind her head, and walked elegantly into the shop. A shop that did not look any more impressive on the inside, than it had on the outside. Lines of shelves took up most of the available space, and were packed with anything from candy to more mundane household supplies. Most of both she couldn't say she recognized even. But Homura did not spend much more than a cursory glance at the wares in any case. Her attention was drawn to the man sitting on a raised area at the back of the store.

The man wore a dark green haori, over a lighter green undershirt. A...yet more green...bucket hat and sandals next to his feet lent credence to Kurosaki-san's nickname of 'Hat and Clogs'. In all honesty, the man was not impressive looking, other than the grey eyes that peaked out from under the hat and his somewhat long- for a man -blonde hair. Those eyes held an intelligence that Homura could easily identify, having grown accustomed to reading the smallest signs from people around her. And right now, they were examining her...and she felt the slightest touch of a foreign power on her body, her Soul Gem glowing with violet light as it reacted to that.

"Well, this is interesting," Urahara spoke up, his voice jovial as he got to his feet with a grin that would rival Sayaka's in mischievousness on his face, "It isn't often that I have a new visitor. Even less often when Ichigo brings one. What's your name, if I may ask?"

"Homura Akemi," while her voice was toneless as ever, Homura felt slightly on edge. The man's jovial voice didn't match the seriousness in his eyes in the slightest.

"Well Akemi-san, what brings you to this humble shopkeepers store?"

Kurosaki-san snorted behind her, "You and humble? That act never works Urahara."

Waving a fan in front of his face, Urahara sounded hurt as he said, "You wound me Ichigo. I'll have you know I am the humblest shopkeep in Karakura."

"Don't listen to a word he says."

If there was anything clear about these men, it was that they were old friends. The banter reminded Homura of Sayaka and Kyoko in the better timelines...where the two did not succeed in killing each other at some point, whether as Magical Girls or as the former turned into a Witch.

"In any case," the 'humble' shopkeeper turned from Kurosaki-san to return his analytical gaze to Homura, "I was serious. Ichigo and Rukia-chan don't bring just anyone to my shop. You have power Akemi-san, though I don't recognize it."

"Said she's a 'Magical Girl'," the orangehead supplied before the girl in question could.

Urahara looked, for the first time, confused, "She does? I could have accepted a Fullbringer, as their powers can range from Sado-san to Orihime-chan. But a Magical Girl?"

"That is the second time I have heard that term," Homura spoke, "What is a 'Fullbringer'?"

"I could ask you the same question about what a Magical Girl is," Urahara waved his fan, a grin on his face.

 _He makes a valid point,_ she thought, _though should I really tell a stranger? Even if he and the others can help with Walpurgisnacht..._

Somehow though, she got the distinct feeling that Urahara wouldn't answer any of her questions if she did not answer his own. And if the situation grew to where she needed to escape, she could always freeze time and get far, far away if this proved to be a trap of some sort. Or just kill the man before he even knew what was happening. She didn't relish the idea of doing so...she had kept her hands as clean as they could be...after having to kill Madoka, she always saw her dearest friend when her gun was aimed at a human. It would not stop her from doing so if she had to, but she would rather not if at all possible.

Urahara just continued to look at her expectantly, which was not making Homura's decision any easier to make as well. Emotionally, she had no desire to explain anything to the man. Her past attempts at explaining her situation and just _what_ Magical Girls were had not gone well in the slightest. Either she wasn't believed, or it lead to mental breakdowns. The young girl still hurt when she thought of Mami Tomoe's rifle pointed at her after killing Kyoko, with the full intention of killing _her_ as well.

Intellectually, however, she could see the benefits of bringing in outside help. The Incubator would be unprepared for it. And Walpurgisnacht would not have to be fought alone any longer. And if to get that aid she had to tell more than she wanted, then a sacrifice had to be made.

"Very well," Homura finally said, "I can explain just what a Magical Girl is."

* * *

 **AN: Phew, there we go. Get used to the exposition...that's coming in hard and fast next chapter, by the nature of where we are. Have to meld the canons together, don't I?**

 **Speaking of which, expect Madoka to take a bit of a hit here...especially what Kyubey claims. Though I'll note in advance that both sides are going to be operating on incomplete information. Just saying.  
**

 **It was fun welding the universes in a way that actually fits both to some extent. At least I have practice with my other crossover! On another note...I hope I kept everyone in character. I'm fairly good with the Bleach characters. It's where I began in my writing, and I've only improved as time has gone by. Madoka I'm _very_ new to though. It worked for RWBY, but this is different. Homura for instance...you'll note she's not quite the same. That's both because of my inexperience writing her, and the fact that she's not been through 100 loops yet.**

 **I won't say how many, since even she doesn't know. But it's somewhere in the 40-60 range...so only halfway where she canonically got.**

 **I hope everyone reading this enjoyed the chapter. Drop a review if you did! I'd like to know that people enjoy it. Or if I can improve, that too.**


	2. Explanations

**AN: And here is chapter 2. I don't know what the update rate here will be in all honesty. I'm writing super-fast (surprisingly so really), but I don't want to post chapters _too_ fast. We'll see how often I update, in other words.  
**

 **Hope everyone enjoys the chapter!**

* * *

 **Homura Akemi**

* * *

 _"Very well," Homura finally said, "I can explain just what a Magical Girl is."_

The man across from her leaned forward, eyes gleaming underneath his hat. It was clear that Homura had his full attention...the old her would have been wringing her hands in uncertainty at that stare. The current her just calmly stared at him, mentally preparing herself to explain something she had never had to explain properly before. After all, the only people she could talk about Magical Girls with were...already aware of what they were, at least what the monster that created them explained it as.

"A Magical Girl is..." to explain this in terms that Urahara would understand... "a girl contracted by a creature known as Kyubey, to fight monsters known as Witches. Kuchiki-san and Kurosaki-san are familiar with what I am talking about."

Kuchiki-san nodded, "As familiar as we can be after only fighting one. It reminded me of a Hollow in reiatsu, but it felt different at the same time. Darker...and it was nothing _like_ a Hollow in how it appeared. Not to mention it dropped something Akemi-san called a Grief Seed."

Homura nodded herself, "Yes, a Grief Seed. They are the heart of the Witch, the source of their power. Magical Girls are specifically contracted as we possess something that sets us apart from normal girls, and at least until I met Kurosaki-san, _all_ men. We can see Witches and their Familiars, even before we are contacted by Kyubey...who is also invisible to normal sight."

"Hmm..." Urahara hummed softly, "It would appear that you already possessed reiryoku then."

 _Spirit energy?_

He didn't notice Homura's thoughtful expression, as he continued speaking, "That would explain why you are specifically targeted when it would come to Witches. If they are similar to Hollows as Rukia-chan said, then only those with spiritual power would be able to see them. That doesn't explain why you've never seen a man identify one though."

"I have not in my experience," Homura clarified, "and Kyubey has only ever targeted girls, my age or younger."

"Targeted?" Kurosaki-san's voice grew hard, as he looked at the Magical Girl with an unreadable expression.

It was fairly clear that the older teen was angry. Even if his face was unreadable to most, it was not to her. Homura was quite adept at forcing such an expression onto her own face as well, and she could say that Kurosaki-san was not quite as good as she was. She could read the anger in the way his eyes narrowed, his mouth clenched and his entire body stiffened. She could also understand, as she felt the same anger towards the Incubator, though at least in her case she knew _why_ she felt such anger. Why she had said 'targeted' instead of contracted. Because that was what it boiled down to. The monster would target vulnerable girls such as Mami or Sayaka, and use that vulnerability to make them contract.

And by contracting, they would be throwing away their lives. Even she had thrown away her own life in the long-run. She knew that, and it was why- in addition to her own request -that Homura was so determined to prevent Madoka from contracting. She couldn't take knowing that the one person in this world important to her would eventually succumb and become a Witch greater than even Walpurgisnacht.

"In any case," Urahara broke back in before she could explain what she had said, "this does raise an interesting question. Witches are clearly not Hollows, or any spiritually aware being could see them. Ichigo over there is an anomaly even by shinigami standards, so it may just be that he is capable of what most men can't do."

"Oi!"

"Or, it is possible that Akemi-san just is mistaken that men can't see Witches. Without more data, I couldn't say. That being said, there might still be similarities between the two. Rukia-chan mentioned a Grief Seed?"

Homura nodded, and reached into her pocket to retrieve the cursed object, "This."

The scientists eyes narrowed once more, as the Seed came into view. He waved a hand, motioning for Homura to hand the little orb over to him. She half-expected it to be thrust back at her if Kuchiki and Kurosaki-san were any indication, but the Magical Girl handed it over anyway. She doubted that even if Urahara were as smart as claimed that he could identify what it _truly_ was though.

"This is dark," the man muttered when it was in his hand, rotating it in front of his eyes, examining every little detail, "Very dark, moreso than all but the worst of Hollows. It feels like a corrupted soul. Almost like a Hollow like Rukia-chan said, but there is something very wrong about it. Like it shouldn't exist, which Hollows do. Akemi-san...what is this, really?"

Taking the Seed back, Homura looked at it, just a hint of sadness getting past her carefully constructed mask, "As I said, the Grief Seed is the heart of the Witch. Kurosaki-san...I said that Kyubey targets girls for a reason, instead of saying he finds us. The entire purpose of a Magical Girl is not to fight Witches...it is to fight them, and eventually succumb and become Witches ourselves."

It was a safe assumption to say Homura was uncertain how the reaction to that would go. She had never seen it go over well...Magical Girls, understandably, did not want to believe what they would become one day. Mami had always been broken by the realization, driven to suicide. No matter how Homura had tried to break it to her in the early timelines, it always happened that way. Kyoko handled it surprisingly well, directing her anger and fear at the Incubator that had turned them into monsters. Sayaka...had always denied it, until it was too late. Madoka...

 _No...don't think about her._

"I see," Urahara lowered his hat, hiding his eyes. His voice grew weary, sounding far older than the man looked, as he continued, "I had assumed as much once I held the Grief Seed. The similarity to a Hollow wasn't in just the darkness...I could feel a sense of extreme sadness and despair...such strong emotions leave imprints in the reiatsu of an object, especially if it is consistently exposed to it."

Kurosaki-san's reaction was rather worse. The older teenager slammed a fist on the table, a look of pure anger crossing his face. Homura could not say she'd seen that reaction...anger instead of fear or suffering. Only Kyoko handled it much the same, though she had fear in her reactions.

"That little," Kurosaki-san ground out, "bastard. Innocent girls...how can a monster do that to someone?!"

Kuchiki-san leaned over to whisper in Homura's ear, "Ichigo has two sisters around your age. Both of them are more powerful spiritually than average, just like he was at their age."

Suddenly his anger made sense. The Magical Girl nodded in understanding, as Kuchiki-san sent her friend a worried look while he continued to mutter angrily under his breath. In the little time she had known him, Kurosaki-san struck Homura as extremely protective. He had fought up front and personal with the Witch, and tried to block any attacks sent at his friend. And the way he had looked at her when she mentioned being girls being targeted had a fair amount of sadness in it. If he had two sisters with powers at the age where the Incubator would be going after them...he had good reason to be angry. Quite probably terrified as well, since if he had not chanced upon that Witch- or if Homura had not been in that Labyrinth -he might have never known about the monster...and missed his sisters being contracted.

The girl could only hope they hadn't already been tied into her curse as well.

"Akemi-san?" Urahara spoke up, "How exactly does a Magical Girl become a Witch? I can understand if you're uncomfortable talking about that."

He was being substantially more serious than before, most of the jovial tone from his voice gone. Replaced by a cold anger, that Homura was quite familiar with. She felt the same any time that the Incubator was near her. If she didn't shoot it full of holes.

Still, she shuddered inwardly even if her mask remained firmly in place. The idea of how one became a Witch...no matter how many times she saw it, it never got any easier. It also wasn't something that was easy to show...exposing her Soul Gem was a distinctly uncomfortable idea. If it were destroyed, she was dead. There was no reset.

"Magical Girls are given," Homura let out a soft sigh, the topic enough to break her mask, "no, we are _turned_ into what are called Soul Gems. When we use magic for any reason, even if only transforming, the Gems begin corrupting, represented by a black tint over the normal color. This tint will spread the more magic is used, or if we begin to fall into despair for any reason. That is why you feel despair from the Grief Seed...and why it is called that."

"And what, exactly, is a Soul Gem?" Urahara's voice sounded like he had a guess already, which would make sense considering what Homura had said about _turning_ into one.

That being said, "I...can't show you mine. I am sorry, but I do not trust any of you enough for that."

The man waved a hand, "I'm not asking for that. If my theory is accurate, I can completely understand."

"In that case...our Soul Gem _is the Magical Girl_. This body, while still my own, is nothing but a puppet. Our souls are turned into the Soul Gem by Kyubey, in his words because it is easier to protect our soul that way, as magic can heal any wounds done to the body if the soul is not inside."

"Wait a second," Kurosaki-san had recovered from his anger somewhat, "Your soul is turned into a fancy jewel?"

"In a sense, yes."

Urahara looked thoughtful, "Ichigo, do you happen to have Kon with you?"

Kurosaki-san blanched, "Yeah...but do I have to bring him out? You know how he is."

"Don't worry, I'll deal with him if he gets near Akemi," Kuchiki-san had a gleam in her eyes that Homura wasn't expecting. Just who was this 'Kon'?

A sigh answered that statement, as the orangehead grumbled and dug around...in his bag? Just what were they not telling her? The Magical Girl couldn't understand why he would be digging in his bag for someone, unless it were for a phone to call them. But in that case, they would not say he had 'Kon' with him, would they? And it couldn't be a Soul Gem...otherwise, they would already have been aware of Magical Girls and all that entailed. So the question then was...what exactly were they trying to show her. The answer was certainly not something that Homura was expecting. If anything, it brought back uncomfortable memories of the Dessert Witch...Charlotte. Because when Kurosaki-san's hand came out of the bag, it was dragging a kicking _stuffed animal_.

Immediately on guard despite herself, Homura could only stare at the lion-plush, as it kicked and screamed obscenities at the orange-haired teenager holding it by its neck.

"Oi, let go of me you asshole!" the thing screamed in a high-pitched voice, "It ain't fun being pulled around like that! And I almost suffocate every time you put me in that bag!"

"Shut up Kon!" Kurosaki-san yelled right back.

"You shut u...oh, what's this? You've found another beautiful goddess?" the sudden change in tone and actions came when the beady eyes of the plush landed on Homura. Who suddenly felt even _more_ unnerved by it, "You've been holding out on me Ichigo! Let me go!"

"Like I'm letting you anywhere near her you little pervert."

Urahara looked distinctly amused by the entire situation, "Kon here is what we call a Mod Soul. He's rather...unique...for one, but the overall idea is the same no matter which one you see. Like so."

The man pulled out a cane that Homura seriously doubted he needed, and pressed the tip against the head of the apparently perverted plush. The stuffed toy went limp as soon as it was touched, a blue pill falling from it's mouth. Kurosaki-san threw aside the lifeless pile of fluff with a disgusted huff, glaring at the pill. Not that she could really blame the boy. If that had been in her hands, Homura would likely have strangled it. She had a low-tolerance for things such as that.

"Mod Souls are artificial souls, created to be placed in human corpses to reanimate those corpses with added abilities, to allow for fighting Hollows without putting shinigami at risk," the man sounded a bit disgusted, "that project was scrapped, though Kon here managed to avoid being destroyed...and I've since made a handful more, though they have their own bodies, and Kon is only ever in Ichigo's when he's fighting. Sound familiar?"

Unfortunately, yes, yes it did. While Homura may not have reacted as poorly as Sayaka- who considered herself a zombie whenever she found out in one of the timelines the truth of the Soul Gem -she did understand that her body was basically a walking corpse. Were she ever apart from her Soul Gem, something that would destroy her mission, her body would begin to decompose in short order if it was not returned soon enough. Not so fast that she could be considered a zombie like Sayaka believed, but certainly fast enough that she couldn't deny the fact her body was dead for all intents and purposes, if her Soul Gem were not with it at all times. Urahara's explanation of Mod Souls was disgusting and all too similar to the Incubator for her to be comfortable. Maybe the shinigami weren't valid allies...

Then again, he sounded repulsed by it himself.

"It does sound similar," she finally said.

He nodded, "As it should. What this Kyubey is doing is remarkably similar...except, instead of creating an artificial soul, he is taking an existing one and putting it into a new container. Would I be correct in assuming the Soul Gem is also the source of your powers?"

 _He is intelligent, after all,_ Homura admitted to herself. Not many could figure it out so easily.

"Yes, it is."

Urahara rubbed his chin, "That is sounding like a combination of a Mod Soul and a Zanpakutō. It is both your soul, and your weapon."

"Excuse me," the Magical Girl's voice didn't change tone, though her eyes did show a slight confusion, "What is a 'Zanpakutō'?"

"Oh, you wouldn't know," the scientist rubbed his neck, "a Zanpakutō is the weapon of a shinigami. A portion of our soul given shape as a katana, and its own unique mind."

"You saw my Sode no Shirayuki," Kuchiki-san supplied, "And Ichigo's Zangetsu, when we fought the Witch."

Sentient weapons made up of a portion of your soul...that was...fascinating.

"I can understand why you declined showing your own Soul Gem," Urahara continued, "if it really is _you_ , that only makes sense. Though the scientist in me would love to examine it."

"No."

For the first time since Homura had begun talking, laughter went around the table that a monster of a man had brought out at the even _flatter_ tone to her voice. Urahara himself looked insulted, before it turned into a wide smile. She didn't doubt he had acted that way to distract them from such a heavy subject...to inject humor into the situation. She could hardly blame the man for that, not in the slightest. It didn't work on her, but she did appreciate the effort at the least. Most would have called her a monster by now, not tried to act understanding or cheer her up. It was...nice, in a way.

"That being said, I think we should all take a little break. Tessai, bring some tea please!"

"On it boss!"

* * *

After the tea and a small snack, something that brought back painful memories of early Mami Tomoe, the group returned to the discussion. Urahara was staring at her once more, his analytical eyes containing some amount of pity now as well. It was...an odd feeling. Homura was well-used to being hated, but never pitied unless it was Madoka. Who had a heart too big for the entire world.

"Anyway, you said that despair turns a Soul Gem- and a Magical Girl -into a Grief Seed, and then a Witch. Correct?"

Homura nodded, clenching a fist slightly under the table.

"Yes, though we aren't told this when we make our wish and Contract."

"Wish..." Urahara sounded contemplative, before shaking his head, "That can wait. What you're describing is almost exactly the process one goes through to become a Hollow."

 _It...is?_

"You see," here he smiled again, "since I doubt you know of Hollows. A Hollow is a normal soul, that has given in to feelings of negativity and despair, to the point that their chain of fate...what ties them to their body or something extremely important to them, even after death, disintegrates. This takes their 'heart' with it...their humanity. The soul is left with an empty hole where that was, hence the term 'Hollow'. What you are describing with a Witch is the exact same process, just instead of the chain, it is the Soul Gem that is being destroyed."

...that, really did sound remarkably similar. Homura was not an idiot by any definition. She could easily understand what Urahara was suggesting, even if she had never once seen a Hollow in her life. It was quite clear actually...while a normal soul would turn into a Hollow if they gave into despair like Sayaka Miki, whatever Kyubey did to a Magical Girl's soul to create the Soul Gem changed it enough that they would become a Witch instead. If the Incubators knew of Hollows was up for debate at the moment- though clearly the shinigami were unaware of _them_ -and was immaterial to the new revelation at hand. Because they had hijacked the normal cycle of spiritual life, and perverted it just as they did to a Magical Girl's soul.

If she had needed any further reason to despise that monster...

"All that being said..." Urahara's voice hardened, "I have a theory. Orihime-chan!"

"Yes Urahara-san?" a bubbly voice spoke up...sending a spike through Homura's heart. She had only heard a voice like that with one other person...Madoka Kaname.

"Oh, who are you?" the source of the voice came into the room. And just as that brat outside had said with a complete lack of tact, she did have rather large breasts, even more so than Mami, "I'm Orihime Inoue."

"Homura Akemi," the girl said yet again, impressively maintaining her stoic voice despite the girl in front of her reminding her of Madoka...in her voice, the way she carried herself, the kindness in her eyes...at least her actual appearance was different. Where Madoka was short and slender, she was somewhat tall and extremely curvy. Where Madoka had pink hair and eyes, this girl had dark brown- almost dark orange -hair and grey eyes. And the smile directed at her wasn't quite the same as Madoka's...though Homura was biased in that regard.

"Well, it's nice to meet you Akemi-san," she smiled kindly, before turning to Urahara, "Did you need me for something Urahara-san?"

The man nodded, holding out the Grief Seed, "Yes, I did. Tell me, do you think you could reject the darkness surrounding this object?"

Inoue-san's face changed. Her carefree look hardened slightly, as she looked at the cursed Seed in front of her.

"What is that?"

Urahara waved his fan, "I can explain later. Can you do it?"

Instead of answering, Inoue-san took the Grief Seed and placed it at the center of the table. Her hands left the Seed, and pulled a pair of blue hairpins from her breast pocket. Homura's eyes went to those objects...sensing _something_ from them. Her Soul Gem flashed in tune with that feeling, something she was not used to. Sensing magic was only possible with the Gem...and yet, she still felt something. Something that felt at once familiar, and yet so very different from anything she had ever felt before. Her violet orbs narrowed slightly- though, on her that spoke volumes -when the hairpin split apart, three golden objects shooting from it, to form a shield of sorts over the Grief Seed.

If it were not for how easy it was to find more for her, Homura would have been frustrated that they may damage the Seed. But that potential frustration vanished quickly. For while Inoue-san was clearly strained from the look of utmost concentration on her face...the dark taint of the Grief Seed began to flake off and fade away. Just as the taint on a Soul Gem would, when held to a Grief Seed. But instead of the taint just changing position, it slowly but surely vanished. The Seed began changing shape in front of the Magical Girl's eyes...growing brighter and brighter, even as it elongated and the black shell turned first grey, and then dull bronze.

 _What...is this girl's power? Returning a Grief Seed to..._

Homura was feeling a new hope blossom in her chest. Because as she watched Inoue-san sigh tiredly and return her hairpins to normal, the fading golden light revealed a dull-green Soul Gem, where a Grief Seed had once sat.

"Your Sōten Kisshun never ceases to impress me Orihime," Kuchiki-san breathed, looking at the Soul Gem, as the other girl laughed self-consciously

"So that's a Soul Gem?" Kurosaki-san looked...a bit concerned, "y'know, we just brought that back without a body right?"

And just like that the hope Homura felt shattered. Did they have the right to restore a Witch to a Magical Girl, without knowing if her body was even still intact?

Urahara came to the rescue, "I already have Tessai looking into any mysterious vanishings. If he can't find who this gem belonged to, I will konso the soul. Now, I believe that should make Akemi-san happier at the least."

It did, it really did. Homura's greatest worry was that Madoka or herself would turn into a Witch. The knowledge that even if that happened Inoue-san could restore them to normal...it took a large weight off her shoulders. Not all of it, as she refused the idea it could happen in the first place. But at the least, it might just make it possible to save Sayaka Miki, and by extension Kyoko Sakura...perhaps even Mami Tomoe, if she could be convinced that being a Witch need not be the end...or that they may not even need Grief Seeds any longer.

"Unfortunately, Orihime-chan's powers are unique," the man continued, "Still though, if you find another Grief Seed and can spare it, could you send it here Akemi-san? I want to see if my own healing abilities may work. Or if I can develop a process to reverse the effect. Reversing a Hollow transformation is impossible...but I'm firmly convinced whatever Kyubey did to create the Soul Gem is not the same. It just might be possible to reverse it, given time."

"Certainly," Homura nodded. If there was even the slightest chance that it could work...

"Good!" Urahara nodded himself, "Now, I only have one more question for you for now...why does Kyubey need Magical Girls to become Witches?"

Well, there went the good mood. Homura couldn't stand even _thinking_ of that monster's justifications for what he did. They would never make sense to her, even leaving aside her oh so precious _emotions_. The only emotion she felt when thinking of the Incubator and why he did what he did was hatred, pure burning hatred. She could forgive Sayaka for her despair, though if she kept seeing it happen over and over that may not last. She could forgive Kyoko for being an idiot. She could even forgive Mami for her breakdown that had nearly killed her and destroyed Homura's reliance on others. But she could _never_ , _ever_ forgive that monster for what he had done to her and so many others. All in the name of some abstract greater good that he was likely as not lying about. Not that she knew _what_ that greater good amounted to. All she knew or cared about was what the monster had the power to do.

The power to grant wishes and cause curses in return.

"Kyubey, the Incubator," Homura began, finding it hard to maintain the stoic facade, "...I cannot say what his goals are, or why he turns us into Magical Girls. I am aware that it is something to do with our capability to feel emotions. I have not asked any other questions. That monster can't possibly have a proper justification for what he does. "  
Urahara sighed, "Still, it would have been valuable to know exactly what he is trying to do."

"I can't blame her for not asking," Kurosaki-san's scowl was out in full force, "I'd strangle that thing if it got near me. I'd Getsuga it if it got anywhere _near_ Karin or Yuzu."

"So would I," Kuchiki-san agreed.

Despite herself, Homura felt a rush of satisfaction at those statements. The more foes that the Incubator had, the better she would feel about her own situation. Crippling his efforts was a valuable goal...one she always fought towards, just as much as she fought towards beating Walpurgisnacht. In the end, both mattered for the same reasons. And if she could get allies in at least one of those missions, that was _something_ at the least.

"In any case, that was what I needed to know...I'll research this, see if I can find out more," Urahara got to his feet, "You're free to stay here if you want, Akemi-san."

Homura got to her own feet, shaking her head, "Thank you for the offer Urahara-san. But I must get back to Mitakihara as soon as I can."

"Ah, got someone waiting for you?"

 _You do not know the half of it...Madoka..._

"Yes," the Magical Girl answered shortly, "and I must prepare for Walpurgisnacht."

"Wal-what now?" Kurosaki-san tilted his head.

"The most powerful Witch I know of. She will attack Mitakihara in very little time, and I have to prepare for that."

The scientist in the room looked at Homura, a curious gleam to his eyes, "And how do you know that?"

Unfortunately for him, this was the one secret she was not willing to share...at least not yet. Her time travel ability was her ultimate trump card, and even if she trusted the shinigami here to some extent, she was not willing to admit to that. Not anytime soon, at the least. Giving that up would be giving up what she needed to save Madoka, if she was unable to win this time. And while her newfound knowledge was useful...it was not much help there.

"I...can't say."

Urahara shrugged, "Well, you can tell me some other time then. You say this Witch is powerful...do you need help?"

"I would not turn it down."

"Hmm..." the blonde looked at the others, "Ichigo and Orihime-chan can't go. They have school here, and are too old to go to the same class as you. Rukia-chan though..."

"Me?"

"Her?"

The man laughed outright at the simultaneous question, "Yes, her. Rukia-chan looks a bit like Akemi-san doesn't she? The right hair, and similar eye color. She could probably pass as a cousin."

Well, it was hard to deny that fact. While their facial features looked almost nothing alike and Homura was tall for her age while Kuchiki-san was abnormally short...there were similarities. Their hair was the same raven black shade. And their eyes were both violet, though Kuchiki-san's eyes were a darker shade than Homura's own almost blue eyes. That being said, they certainly looked enough like the other to pass as distant cousins. The idea would not have occurred to the Magical Girl...but she could hardly turn down the aid. If she could get help outside the unreliable other Magical Girls...any could help. Even if they failed again, she could reset the timeline and try again...with newfound knowledge and allies at that.

"That could work," she finally said.

"I'll have to live close to you," Kuchiki-san warned, "and Urahara, you realize the Captains can't know."

"Of course."

"Good."

Homura wondered what Kuchiki-san meant by that, but decided that if she kept secrets...it was only natural that others did.

"If we need more help," the other girl continued, "I can call Ichigo for some heavy firepower."

"Oi."

Sending a smirk at her friend, Kuchiki-san turned to Homura, "Just let me pack some things, okay?"

"Okay."

She didn't show it...but real hope had lodged in Homura's chest for the first time in what felt like, and might very well have been, years. Maybe...just maybe...they could beat Walpurgisnacht this time. And with the help of the shinigami, maybe she could finally force the Incubator to give up his game with humanity. That hope was a welcome feeling in her chest.

 _Madoka, I_ will _save you this time!_

* * *

 **AN: Really, it was easier to integrate the universes than I expected. There are some notable similarities at points here. Soul Gems are like Mod Souls, since they need to be near a body to keep the body moving and are a container for the soul. Witches and Hollows form in a similar way, though believe me...the differences are more important.  
**

 **As for Orihime being able to 'reject' the curse on a Soul Gem...that's admittedly for plot purposes. Could she actually do it? I'd say yes personally. Orihime's powers are rather explicitly stated to be infringing on 'God's territory'. The only times we see them fail are when her emotions and determination are weak...one can't argue she was in a good mental state to heal Ichigo when she failed after the Cero To The Chest atop Los Noches. Toss in Ulqiorra's despair field, and it isn't surprising.**

 **The only real hard limit we have on her power (when despair or other emotional problems are left out) would be that it doesn't work on the Soul King. Considering he _is_ the God of that setting, that's not a knock on her abilities at all. So I can see her being able to reverse a Grief Seed back into a Soul Gem...though it would not be easy. And doesn't solve the 'Witch Problem' since her powers are unique.**

 **Speaking of the Soul King, expect that to come up later in the story.**

 **I should note here, as well, that Homura doesn't trust them. She sees aid she can use to her advantage, not someone who she can truly trust- at least yet. She can always reset the timeline if things go pear-shaped, so it isn't hard to believe she'd accept the offer knowing it can be retconned out of existence if it comes down to it.**

 **Now, review replies.**

 **Reviews:**

 **Krazyfanfiction1, SilverstormXD, Darkkon27, Just a Crazy-Man, edboy4926, Guest:** Thanks for the reviews!

 **JJN37:** You lucky soul. While I'd say _PMMM_ is easily the best anime I've ever seen- and I'd recommend watching it -you need to go into it knowing it's going to tear your heart out and stomp it to pieces. Though, if you've gotten into it after reading this I suspect you might already know that.

 **rotciv557:** Homura is smart enough to not give them everything. Granted she also doesn't know everything herself, but what she does know...she isn't going to tell them about the range limit on Soul Gems. Or how to know where one is on a Magical Girl. And she sure as hell ain't mentioning her own unique power.

Nor does she really _trust_ them. More that she sees the shinigami as a potential ally.

 **Nightmare Wanderer:** Homura is my favorite character as well. It's in large part why I'm writing this story actually.

 **AN: So, nine reviews for the first chapter. Considering the fandom, that is quite an accomplishment. I hope to see the same level of interest as we go forward. So review if you read! Unless you don't have the time, because I totally understand that.**

 **Incidentally, this is so addicting to write that I'm starting into chapter _seven_ already. Sayaka and Rukia's interactions are especially fun, if I'm being honest.**


	3. Planning

**AN: Hmm...five days per chapter seems to work well enough, doesn't it? Granted, I could post faster or slower...depends on my time, and what the readers want. So we'll see how that goes.  
**

 **We get our first big break from normal Madoka here, BTW. Insofar as the actual story goes, not the whole 'hey, we've mixed universes' thing.**

* * *

 **Mitakihara, Homura's Apartment**

* * *

Turning the key to open her apartment door, Homura Akemi felt distinctly...off. Others coming to her spartan home was not normal. Even when she had been making a notable effort to interact with the other Magical Girls, she had never been comfortable with them coming to her own home...she had always went to Mami's. The girl had lived alone through all of these loops, and nothing had really changed in that regard. The only person she could ever have seen staying with her was Madoka...and not once had Homura gained the nerve to do so. So it was really not an understatement to say she was a bit...uncomfortable, at the idea of another person entering the building. Even if she had not yet had time to stock it with all the information on Walpurigsnacht she had gathered.

At the least, Kuchiki-san was substantially more respectful than Sayaka or Kyoko ever were. She had seen the other girl act distinctly hyperactive when it came to Kurosaki-san, but in the end, she was respectful and gave Homura space. That was all she could ask for, after her less-than-stellar experiences with other Magical Girls. Well, that and a reason to place even some trust in the other girl...she had asked just as many questions about shinigami and Hollows as she had been asked about Magical Girls and Witches. Homura felt she had a fairly good understanding of the spiritual world now...and it was likely that she knew more than the Incubator even.

After all, in all of the timelines, she had not once seen any evidence that the monster knew of shinigami.

"So this is where you live?" Kuchiki-san asked, once the door had opened.

"Yes," Homura answered shortly.

"Well...it's nice?"

"You don't need to lie," the Magical Girl turned around, looking at the bare main room, with its white walls, "I am aware that there is little here."

"...okay, yeah, there isn't much here. Shouldn't your parents have..."

"My parents aren't here."

Kuchiki-san looked at her with shocked eyes, "Wait, you live alone?"

"Yes. I have been in the hospital for a heart condition, and my parents had left months ago. They pay my rent and food bills, but I live alone."

It had honestly stopped bothering Homura many loops ago. She might once have felt betrayed at being left to live alone, but now...when all that really mattered to her was Madoka and her happiness? It didn't have the same effect any longer. She could take anything thrown at her, so long as Madoka was happy in the end. If that meant living alone, that was a small sacrifice to pay.

Of course, Kuchiki-san didn't see it the same way.

"That's horrible," the other girl frowned, "you had a...wait, heart condition?"

 _It is understandable that she doubts that. It has been so long since I allowed myself to suffer from that..._

Homura just shrugged slightly, not looking the other girl in the face, "I grew up with a weak heart, and spent several months in the hospital before I became a Magical Girl. My magic healed the condition however."

That wasn't the full story, naturally. Homura had healed her heart after she realized that any weakness would render her unable to save Madoka. She had done the same with her eyes, though those old red-rimmed glasses were still sitting next to her bed, along with the medication the hospital continued to send her. She clearly never took it, but it wasn't a matter of _wanting_ either. If she just got rid of them, there would be more questions than she could answer. And that would be a delay and problem she could hardly afford.

"Impressive," Kuchiki-san muttered, "still though, what kind of parent abandons their child when they're sick?"

"I am certain they had their reasons."

In all actuality, Homura barely remembered her parents beyond some vague knowledge they existed. The her from the first timeline would have been appalled by that. The current Magical Girl had lived through this same period of time so many times that anything before it seemed like a fading dream, and anything after a far-away hope. What mattered was the current time...prevent Madoka from contracting, and defeat Walpurgisnacht. She knew that Kuchiki-san would be more than a little surprised by that, but there was little reason for the other girl to ever find out. Better she was kept focused on the mission...perhaps missions, as she and the other shinigami Homura had met showed nothing but disgust when it came to the Incubator.

With what Kuchiki-san had taught her about the mission of the shinigami, that was little surprise. What that monster did to souls was a true violation of the natural cycle, in almost every way.

That wasn't to say that convincing the other girl she was fine would be easy.

"If you say so," she shook her head, short hair waving slightly, "I can't really comment since I don't have parents myself. So...what's the plan?"

Filing away her statement about no parents for later, Homura nodded slightly as she walked to a desk set out of the way of everything else. She hadn't yet had time to get all her research on Walpurgisnacht, but she had _some_ with her. Her memories of multiple fights with the monstrous Witch could fill in the blanks there.

"Walpurgisnacht," the Magical Girl began, showing Kuchiki-san an old drawing that was surprisingly accurate in its depiction, "the most powerful Witch known at this time. She is so powerful she doesn't require a Labyrinth, choosing instead to come outside one. This results in any appearance being written off as a hurricane, earthquake or tornado when Walpurgisnacht attacks from the damage done."

Kuchiki-san examined the picture, "So, more like a Menos than a normal Witch?"

"That is an apt comparison," Homura nodded, having been informed of the nature of the higher-level Hollows, "However, Walpurgisnacht is more a force of nature than a mindless beast such as a Menos Grande or an active hunter like higher ranked Menos. In all I have researched, she does not have any pattern to attacks or any specific targets. Walpurgisnacht merely appears and destroys everything around her before vanishing once more."

"So, she isn't actively hunting like a regular Witch?" the shorter girl clarified.

"Not that I have s...researched, no," it was a sign of how unused she was talking like this that Homura made that type of near-slip. Luckily for her, Kuchiki-san was too engrossed in the data, "all indications are that Walpurgisnacht merely attacks indiscriminately."

"Hmm...then we can't try luring it away," she continued, "We'll have to fight in the city, won't we?"

Homura nodded reluctantly, "Unfortunately, yes."

Her reluctance didn't come from all the people who could get hurt or killed in the battle. Or the fact that the heart of Mitakihara would be torn out by the massive Witch. Homura knew it was callous of her. But her only worry was that Madoka would come chasing after her, like she always did, and get caught in the crossfire. That would force her to contract just to survive...or in an ill-advised attempt to save Homura herself. If she wasn't killed by a familiar or debris.

Forcing her mind from those thoughts, Homura found the similar-to-her-own violet eyes staring at her. Kuchiki-san had a concerned look on her face, though why it was such wasn't immediately apparent, even to her.

"I don't know if we can handle this on our own," the shinigami began, "I've fought big Hollows, including Menos and stronger Hollows, right up to an Espada. But none of them have been at the level where they could be mistaken for a Hurricane or Earthquake just from existing in the area."

"You said we could call on Kurosaki-san for assistance? Your stories say he should be strong enough to beat Walpurgisnacht on his own," privately, Homura severely doubted that after such long experience fighting the monster herself.

Kuchiki-san laughed, "Oh, Ichigo's absurdly powerful. And yes, he'd come in a heartbeat if I asked. But I'd rather not rely on the idea that he could win. We don't really _know_ if he's strong enough, despite what I've told you. I haven't fought an enemy this strong, remember?"

The Magical Girl nodded, "Yes, I remember. If you don't believe he is strong enough, who do you suggest helping us?"

"Well," her counterpart leaned back with a sigh, "are there any other Magical Girls you could get to help? I understand if there isn't, but I'd rather not rely on just the three of us, no matter how insane Ichigo's power may be."

That...didn't surprise Homura. She had half-expected that question ever since she met Kuchiki-san and found out the girl was willing to help her fight. It only made sense to try and identify any source of potential aid. The time-traveler had long since done the same herself, though admittedly the shinigami had snuck up on her. Unfortunately, that aid- again, sans the shinigami -was unreliable at best, and a liability at worst. She knew that when the older girl wasn't being suicidally overconfident, or suicidal in general once the secret that the Incubator kept came out, that Mami Tomoe was an excellent fighter. Perhaps the most veteran Magical Girl there was, at least that Homura could actively attempt to gain the aid of. The problem came from the fact that she was the _one_ Magical Girl that Homura could never fully trust again. She had once trusted the older girl, viewed her as something of a sister with the aid she gave and her clear care for her and Madoka. But that trust had been forever broken by her reaction to the Witch problem...staring down the barrel of a gun that had just killed _Mami's_ oldest friend with no hesitation...

Suffice to say, it would not be easy for Homura to work with the blonde.

On the other hand, Sayaka Miki and Kyoko Sakura would be a package deal. The only way to get one, would be to get both. Homura had never had a good relation with the bluenette, not since the third timeline. Sayaka was untrusting and extremely difficult to work with, unless you put a lot of effort into getting on her good side. Only Kyoko had managed it outside of Madoka and Mami. And that girl was just as difficult to team up with in her own way. A loner who had to be convinced to join the group by the threat of Walpurgisnacht, and the danger that Witch was to everyone. The problem was...if Sayaka fell into despair and became Octavia- something that _always_ happened -Kyoko would likely die trying to turn her back. Hence, a package deal. At least with Inoue-san's power they had a chance of bringing her back if needed.

All that left was...Madoka. And Homura would sooner shoot herself than allow her closest friend to become cursed as she was.

 _I appreciate the aid Kuchiki-san is giving me. But I don't believe it will be easy to recruit the others. Possible perhaps, but not easy. Can we spend the time trying, or should we prepare for Walpurgisnacht instead?_

She didn't have an answer to that question.

"There are two other Magical Girls I know of," technically three with a fourth that Homura would sooner die than see contracted, but Kuchiki-san didn't need to know that, "Mami Tomoe and Kyoko Sakura. The former is a ninth grader at the school, the latter is from another town though I believe finding her would not be hard."

"Hmm..." the shinigami tapped her chin, "How good of fighters are they?"

"Tomoe-san is the most veteran Magical Girl I am aware of," it was odd using Mami's last name...Homura was normally one to use last names first, hence referring to Kuchiki-san as that instead of Rukia, despite learning her first name first...but the Magical Girls were the exception to the rule, she was familiar enough with them that using the first names was second-nature, "she wouldn't be able to beat Walpurgisnacht on her own, but she is powerful. Sakura-san is also a veteran, if not at the same level."

"We should probably try to contact them then," Kuchiki-san nodded.

"They may not want to cooperate," Homura warned, "neither will be aware of what the Incubator has done to them."

"Why would that be an issue? Just tell them about the Witch."

"If only it were that simple," the Magical Girl sighed, "but we cannot keep that type of secret for long."

Kuchiki-san sighed, "I see your point. What about other girls in the area? Are there any that might be contracted?"

If ever there was a question that Homura was leery of answering, it was that one. She hardly wanted to admit to knowing about Sayaka and Madoka...more so the latter, admittedly. It would already be difficult to justify her knowledge of Mami and Kyoko when neither knew she even existed yet. Justifying her knowledge of the two other girls...that would be far more difficult to pull off. Especially as Kuchiki-san was already aware that she had been in the hospital for months. She had no way of knowing how recently Homura had left, to be fair, but the point remained. And more importantly...the _last_ thing that Homura wanted was for attention to be brought down on Madoka. Her dearest wish was for the other girl to live without getting involved in all this.

She knew that would never happen, as the Incubator was quite insistent on recruiting Madoka no matter the timeline. They would encounter one another, no matter what she did to stop it. That did not mean that Homura wanted that attention on her dearest friend yet.

"...I believe there might be more," she tried to answer vaguely.

It was clear that Kuchiki-san was having none of that however, "Do you know who?"

 _I do not want to tell her about Madoka. But perhaps, if I at least give something Kuchiki-san will help protect her. Even with my abilities I cannot be in two places at once. Having help protecting Madoka...can I_ truly _turn that down? Mami would want her to lessen her own loneliness. Kyoko would never help willingly, and Sayaka would want Madoka to contract as well..._

Sighing softly, Homura looked directly into the violet eyes opposite her, "Two. Sayaka Miki and Madoka Kaname, both in our class."

"How do you know that?" the shinigami looked puzzled.

"I do," Homura answered shortly, "I have to ask you for your help Kuchiki-san...can you help me prevent Madoka from contracting?"

The other girl still looked confused, "Certainly, but why...?"

"Madoka is important to me," the Magical Girl replied, having difficulty controlling her emotions, even after all this time, "very important, more important than anything else. _Please_...help me."

Kuchiki-san held a hand up, eyes wide, "Okay, I'll help. I don't know why she's so important to you, but I can't turn you down if she is. Especially since you've told me what that...thing...does to girls. I do want to know what's so special about her at some point though."

 _I can tell you...later. Not now, but later._

Homura would be willing to reveal her power...her curse. But only near the end of the loop, where it wouldn't matter one way or the other. Either they won and she would _never_ have to rewind time again...or they would lose, and she would be forced to reset the loop...and it wouldn't matter if Kuchiki-san was aware of her ability. For now, it was enough that the other girl was willing to help her with Madoka.

"Thank you, Kuchiki-san," and while her tone of voice barely changed, Homura managed to convey just how thankful she was, "Thank you."

Her companion just shook her head, "It's no problem, really. Well, I should probably get to my own apartment. School does start tomorrow, correct?"

"Yes."

"We'll meet up a bit before that, to plan how to protect Kaname," with that said, Kuchiki-san went to the door, "remember, I do want to know _why_ eventually."

Merely nodding, Homura watched as the door shut behind her new comrade. Letting out a small sigh of relief, she leaned back against her chair. An arm came up, wiping at errant tears leaking from the corner of her eyes. Homura smiled, for what felt like the first time in years...a genuine, if small smile. She had help keeping Madoka safe...help defeating Walpurgisnacht. Maybe, just maybe, things would finally turn out good...and she could end this curse on her life.

* * *

 **Mitakihara Middle School**

* * *

"Hello Kuchiki-san," Homura pushed an errant strand of hair from her face.

"Akemi," the other girl nodded, "You know, we're going to have to use our first names. We are 'cousins' now, after all."

"I am aware," she nodded, "however, I will only do so in class."

"You remind me of nii-sama sometimes," Kuchiki-san shrugged, "he would be the same way."

Somehow, Homura highly doubted that Kuchiki-san's older brother was anything like herself. She was only stoic on the outside...on the inside, she was a nervous mess as she always was on the first day of school in this loop. She may no longer show it, but she was the same girl she had always been...even if for different reasons. Instead of just dreading seeing the others in the class after so long out of school, it was all the one pink-haired girl that was making her a bundle of frayed nerves. No matter how many times she saw it, seeing Madoka happy and carefree...but completely unaware of her own existence...never got any easier. Homura was more than happy to see Madoka smile, but there was always going to be a part of her that was pained by the fact that smile was never going to be directed her way the same way it was in the second and third loops.

"Hey, Sayaka-chan! Stop it!"

"No way! I can't let my wife be taken by anyone else!"

Homura froze stiff as she stood on the path to the school. Kuchiki-san stopped next to her, a concerned look adorning her face. It wasn't hard to imagine why...the young girl knew that even her mask would crumble upon hearing that. Hearing Madoka's cheerful voice, laughing and joking around with her friend. She could not bring herself to care about Sayaka Miki's similarly cheerful and carefree voice, but the pink-haired girls...it was like a knife in her heart. Homura was both happy and torn apart by it, and the confusing array of emotions _never_ got any easier to reconcile. It was only possible because she normally wouldn't hear Madoka before reaching class...where she could use the distraction of their extremely eccentric professor to keep her mind off the girl.

Here, with only Kuchiki-san's concerned face next to her, Homura felt her carefully constructed walls shattering. She had to get away. She had to find somewhere to hide, before Madoka came into sight. She couldn't let her dear friend see her...not yet. Homura had to see Madoka after class...warn her about the Incubator. Not run into her alone like this!

"Hey, who're those two?" because fate hated her, Sayaka's confused voice stopped the Magical Girl in her tracks.

"I don't recognize them," their green-haired friend commented. What was her...it didn't matter. All Homura had ever cared about, was that girl was the final straw in Sayaka Miki turning into Octavia von Seckendorff.

"Hello!" Madoka, of course, split off from the others and ran right up to Homura and her shorter counterpart, "Are you new here?"

"Yes we are," Kuchiki-san sent one last concerned look at Homura as she said that, "I'm Rukia Kuchiki! My cousin and I just transferred here today actually. It's nice to see new people. What's your name?"

The cheerful voice coming from the normally fairly dry girl was odd to Homura. Or would be, if she were capable of noticing.

"Madoka Kaname," the pinkette cheerfully replied, "my friends are Sayaka Miki and Hitomi Shizuki! It's nice to meet you Rukia-chan!"

"It's nice to meet you as well Kaname-san," the shinigami grinned, before elbowing Homura in the side, "this is my cousin."

Forcing her emotions back under her mask with some difficulty, Homura turned to Madoka. Her wide pink eyes were staring up at her with the awe she had grown used to after she became the way she was. It never got any easier to see that. She wasn't deserving of that look from Madoka...she was the strong one, the one who always fought for everyone. Homura was the selfish one...the one who cared only about Madoka, and nothing else. She didn't _deserve_ to have that adoration sent her way. Not now, not ever.

"Homura Akemi," she managed to say without losing her toneless voice.

"That's such a..." Madoka was likely going to go on a tangent about her name...but luckily for Homura's state of mind, Sayaka grabbed the pink-haired girl's arm. Normally that would annoy her but now...she needed the space.

"Come on Madoka!" the bluenette complained, "We're going to be late!"

"Oh right! I hope we'll be in the same class!"

As she ran off, Madoka waved over her shoulder with that blindingly beautiful smile that never failed to hit Homura right in her heart. Kuchiki-san waved right back, while Homura could only muster a small wave. Sighing softly in mixed relief and worry, she looked down on her 'cousin'. The shinigami was sending her a wary and somewhat pitying look, as she started walking towards the school again. Homura couldn't say she liked that look being directed at her either. Even though she did understand why it was...it was hard not to. _Nothing_ had made her drop her mask like that, in so long it was almost habitual. All that had done was show that even she could still be shocked by Madoka Kaname...no matter how familiar she was with the other girl.

"So that was Madoka Kaname?" Kuchiki-san asked.

"Yes."

"She seems nice," the shinigami sighed, looking at her taller counterpart, "clearly though, there's something about her. I've never seen that much emotion from you...Homura."

It was a sign, that Kuchiki-san was quite serious in that question, "I...can't say right now. Suffice to say, you know now why I want to protect her."

"Certainly," she nodded, "someone that happy shouldn't have to worry about turning into a Witch. And I can tell you weren't lying either. While neither of them are powerful enough to where they would be able to become a substitute like Ichigo...those girls have power. They'd be able to see me if I weren't in my gigai even."

Nodding herself, Homura looked up at the building in front of the pair, "As I said, only girls with potential to become Magical Girls are targeted."

"Well, hopefully we'll be okay in the school."

"We won't," the Magical Girl replied shortly, "nowhere is safe from the Incubator."

With _that_ cheerful thought in mind, Homura walked into the building. Kuchiki-san trailed behind her, thoughtful expression on her own face. Homura didn't notice it...she was too wrapped up in her own thoughts and worries. Her carefully constructed plans were falling apart around her. She should have been free to talk to Madoka alone after class when she had to go to the nurse. The plan was never to meet her in the open like that. And Kuchiki-san was clearly taking 'protect Madoka' to mean 'befriend her'. It was true that it was Homura's greatest desire to be close to Madoka...be the friend she was to her, back in the early days. But she had kept herself from that for so many loops...so many years. Getting close to her dearest friend just made it all the harder when she failed and had to rewind time once again. Homura wanted to spare herself that pain...even if it meant barring off the joy of being close to the pink-haired girl.

That was clearly not going to happen this time. Not if Kuchiki-san was determined to be friends. Things were so much more complicated, even if she had the extra help.

 _I can only hope I succeed this time. I can't fail, not if Madoka gets close to me again. I...I..._

Wiping an errant tear, Homura steeled herself for meeting the class. It wouldn't do to look anything but one-hundred percent poised when she went in that room.

* * *

 **AN: And there we go! I hope everyone enjoyed the chapter. Things are admittedly moving a bit slow, but that's intentional...I don't want to go too fast, and the start of Madoka itself was slow until, y'know, the infamous episode three and all. That being said, I really do hope people are enjoying the story. Now, for the review replies...of which there are seven this time. A bit less than the last one actually, which makes a sad author.  
**

 **In all seriousness though, thanks to those who did review. I appreciate each and every one I get. Now, replies.**

 **Reviews:**

 **edboy4926, guest:** Thanks for the reviews!

 **Draggon73:** Orihime's powers are...unique, really. That's why I figure they can be used this way.

Also, a Gigai for our errant Magical Girl? I'll admit, the idea didn't occur to me. I like it though.

 **SilverstormXD:** Uryu? No plans for him at the moment. This is Homura's story, and while I'll have bits from the other girl's too...it is focused on her, and to a lesser extent, Rukia. This is set after the time skip, so all the human Bleach characters are too old to be believable transfer students anyway.

That, and I doubt Homura (at this point in time) would appreciate Uryu destroying the soul of the Magical Girls that became Witches.

 **Darkkon27:** Glad I did that part well!

 **Krazyfanfiction1:** Her powers are funky, but I don't think they're quite _that_ funky.

 **AN: Again, thanks for the reviews everyone. I hope to see at least this many for this chapter, though as any author would say...I hope for more. That's just how I roll though.**

 **Hope everyone enjoyed the chapter!**


	4. School Woes

**AN: Here we are with the regularly- well, as regular as a 5 day update schedule can be -scheduled chapter. This story is chugging along nicely really...about to start writing chap 11, so there's that.  
**

 **I hope everyone's enjoying it!**

* * *

 **Mitakihara Middle School**

* * *

"Say hello to our new transfer students!"

"Whoa...she's so pretty!"

"And she's so _short_..."

"They look like sisters."

"Cousins I heard."

"What? Where?"

Toning out the conversation that had picked up with her entrance into the classroom, Homura faced forward and very specifically avoided looking in Madoka's direction. She could almost feel the annoyance radiating off Kuchiki-san at the short comment, though the other girl hid it well. The comments of their classmates meant remarkably little to Homura in the long-run however. Why should they? She hadn't let their opinions matter to her since the first timeline...when the girl had wanted others to be nice to her. Now, she didn't care about any opinions beyond Madoka and _to some extent_ the other Magical Girls. She could care less about the others, and their childish gossip. It didn't impact her mission in any credible way, and as such, was beneath her notice.

Kuchiki-san, by contrast, was looking at the others and waving occasionally. Homura noted Madoka waving cheerfully at the shinigami out of the corner of her eye. Her friend had always been the first to greet new people. It was one of the things that had, and still did, draw her to Madoka...that unwavering kindness. Madoka truly did have a heart too big for the world...

"Now, why don't you introduce yourselves?" the teacher spoke up, smiling widely.

"Hello!" Kuchiki-san's grin was both very large and very fake, "I'm Rukia Kuchiki! Nice to meet you all!"

"I'm Homura Akemi, pleased to meet you."

Their teacher- Saotome-sensei -continued to smile as she gestured at two open seats, "There is a seat open next to Yamato-san and one next to Kaname-san. You can take whichever you prefer."

Needless to say, Homura felt her pulse skyrocket. There wasn't normally a seat next to Madoka...she couldn't sit there. But a mischievous grin had taken root on Kuchiki-san's face, and the Magical Girl felt a rush of frustration with her erstwhile 'cousin'. Frustration that grew with every second, when the shorter girl took the seat that _she_ would have wanted. Homura was left with no choice but to sit next to Madoka.

 _I...fate want's me to stay with her?_

There couldn't possibly be another explanation at this point, could there? She could pass off sitting next to Madoka as Kuchiki-san interfering in the plan, though likely with good intentions. The encounter outside the school however...not once had Homura ever run into her closest friend that way before. It was...unusual.

"Akemi-san? Is something wrong?"

Realizing that she hadn't moved from her spot, Homura looked at her teacher, "No...nothing."

"Okay then, take your seat please."

Forcing her legs to move forward, the Magical Girl did as told. Even if each step felt like a lead weight in her stomach. Madoka was still smiling prettily at her, though Sayaka had a less welcoming- though not outright hostile like Homura half-expected -look on her face. Homura didn't even notice any other expressions or make a point of trying. She just pushed every bit of nerve she had in her to get to the seat. It shouldn't have been so difficult...she had a perfect grasp on her emotions! But Madoka had always been her one weakness, and this situation was outside her comfort zone on more levels than the girl cared to admit. Forcing her mind off of those thoughts, the young girl sat down in the designated seat, pulling books from her bag. If she had to do this, she would do it to the best of her ability.

Even if she could feel the heat of Madoka's eyes on her side. Luckily for Homura's sanity, and for all her eccentrics, at least their teacher was effective at drawing attention. Her friend's eyes were drawn to the front instead of her, allowing the Magical Girl to breath a small sigh of relief. Her situation wasn't going to be easy or particularly fun, but she could make it work. If there was one thing that Homura was good at, it was making things work even if they weren't in her favor. She just hadn't ever expected it to be _Madoka_ causing the problem.

 _Kuchiki-san, I_ am _going to have a talk with you later._

Well, Madoka and her erstwhile 'cousin' anyway.

 _-0-0-0-0-0-0-0-0-0-_

"Akemi-san?"

Homura snapped back to attention, her drifting mind focused on the voice calling her name. She had been nodding absently as the other girls in the class hovered around her- though Kuchiki-san seemed to be getting more attention due to actually _talking_ -not really caring to answer questions. But she could never ignore _that_ voice.

"Yes?" she replied, voice as stoic as ever.

Madoka smiled brightly, "I'm the nurses aid for this class, I'm here to help you. Sorry everyone, but Akemi-san needs to go to the nurse to take her medication."

"Oh...sorry..."

For her part, Homura looked up at Madoka, who continued to smile at her. It was technically true that she had to go to the nurse still...even if she had long-since healed her heart. That didn't mean she wanted to.

"Okay," the girl spoke shortly, getting to her feet, "Show me the way."

"Just follow me!"

It spoke volumes that even with her stoic and unfriendly demeanor, Madoka didn't act any differently than she had when Homura was a nervous wreck on the _outside_ instead of the inside. Following the pinkette out of the room, the Magical Girl stopped just long enough to send a glare at Kuchiki-san. Who merely waved cheerfully, wrapped up in some sort of competition with Sayaka Miki.

"I'm sorry about them," Madoka continued chatting aimlessly as they left the room, "we don't have many transfer students here. Having two in one day is amazing! Rukia-chan seems to be adjusting well too. I've never seen Sayaka-chan so eager to talk to someone new before."

In all honesty, Homura had half-expected those two to get along well. They were fairly similar.

"Rukia," it felt odd using her fist name, "has always been better with others."

Madoka gasped, "But I'm sure you're cool too Akemi-san!"

"I'm really not," Homura denied, "And you can call me Homura."

"Okay Homura-chan!" the joyful light in Madoka's eyes when she got permission to do that melted the taller girl's heart.

 _Why must she do this to me? It is hard enough keeping my distance for both our goods._

"It's no problem, Kaname..." no matter how close she was to the other girl, she couldn't _yet_ call her by her first name.

"You can call me Madoka," and there was that grin again, "though it's not as cool as your name..."

 _"You should be as awesome as your name...it means flame, like you flare up..."_

Those words were not said by the somewhat more timid girl in front of Homura, but by the confident Magical Girl she still remembered and cherished in her memories. Even the outwardly confident and stoic Homura still didn't _believe_ those words though. She wasn't awesome, cool or any other adjective in that respect. She was just an average girl, wrapped up in things far beyond herself. She fought, not because she wanted to or because she thought it was cool- not like Sayaka -but because she _had_ to. If it were Homura Akemi's choice, she would just be a normal person living a normal life...with Madoka by her side, of course. Being 'cool' was overrated, it really was.

Nonetheless, convincing _Madoka_ of that fact was never going to happen. The girl wasn't as bad as her blue haired friend, but she had a hero complex all the same. She _wanted_ to be cool. She _wanted_ to have admiration of others, even if she wouldn't admit it out loud. After all, if there was any one thing true about the time-traveling girl...it was that she understood Madoka Kaname. And understood that the girl felt she wasn't as good as others, that there was nothing special about her. Even when _everything_ about her was special, at least to Homura.

"I am certain that you are cool as well...Madoka," Homura turned around when they reached a more secluded spot, "don't let anyone tell you differently."

"Heh, heh," Madoka's face developed an adorable blush, as she looked at the ground nervously, "I'm really not though. I'm not good at school and I don't have any special talents...I'm just..."

"You," the Magical Girl interrupted, her determination to avoid getting close until her mission was complete warring with her desire to _never_ see Madoka hurt...even if it was herself doing it, "and there is no need to be anything but yourself."

"Homura-chan..." the shorter girl wiped at her face, "You really are cool."

After saying that, Madoka hesitantly reached a hand out and grabbed Homura's. Stiffening at the contact, Homura could only watch as Madoka started tugging her along towards the nurse's office. The sensation was familiar...if long forgotten. She could barely remember the last time her dear friend had grabbed her hand like that. She had been so caught up in staying _away_ from Madoka until Walpurgisnacht was dead...that she hadn't gotten this close in many different timelines. It was...a heartrendingly nice feeling. Having her friend holding her hand, the warmth of Madoka's skin reminding her that she was _alive_ and not a Magical Girl...was there any better feeling in the world?

 _This is what I'm fighting to protect._

Allowing a small smile to cross her face at that realization, Homura continued walking with her friend.

"You need to come with us to the mall today Homura-chan," Madoka continued to smile as they walked through nearly empty halls, "I know Sayaka-chan was going to invite Rukia-chan too."

"I wouldn't want to intrude," Homura tried to counter, _and I don't want to go with Sayaka Miki and...Hi...Hitomi. Kuchiki-san will likely say yes though..._

"Oh it's not a problem," that grin was infectious and could be classified as a weapon, "if I invite you, anyway. I want to be friends Homura-chan."

That was like a knife to the heart. There was nothing, on Earth or in the _universe_ , that Homura Akemi desired more than to be friends with Madoka Kaname. There was nothing she wouldn't _do_ to have that happen. She was just used to not being Madoka's friend in the more recent timelines. Staying away from her other than warning the girl about the Incubator and making sure that said monster didn't contract her left little time for friendship. That was, in addition to sparing herself pain, the reason that Homura had elected to wait until after Walpurgisnacht to befriend Madoka properly. But if she was being railroaded into doing so in this timeline...

Well, there was nothing to do but go with it. It would hurt _far_ more to have to reset if she failed, but then again, this would give her even more motivation not to. She had the shinigami's support, even if that only amounted to Kuchiki and Kurosaki-san. If Homura could get Mami and Kyoko on her side as well, that would be even more firepower to throw at the Witch. Perhaps, looking for help would win the fight...even if she still felt like relying on herself was the best option.

"Is something wrong?" Madoka looked concerned now, as Homura realized she had been brooding.

"No, everything is...fine."

"Are you sure?" the other girl _sounded_ concerned, "I'm not being annoying am I?"

"Not at all," Homura was quick to deny that. She may get frustrated with Madoka's selflessness, but she had never been annoyed by her conversations. In point of fact, she cherished each and every one.

"Okay!" her cheerfulness was quick to come back, "Well, we're here. I'll wait outside so we can go back together, 'kay?"

All Homura could do was nod, wondering how she was going to have to adjust her plans to take this new variable into account.

* * *

 **Mitakihara Mall**

* * *

"Admit it, you're enjoying this."

"..."

"Come on, don't be moody."

Doing her level best to ignore Kuchiki-san, Homura looked at the food in front of her. Madoka and her two friends were still getting their own, and as such, it was just her and her 'cousin' sitting at the table as of yet. Not that this really gave her a chance to lay into the other girl for destroying her plans. It wasn't as if Kuchiki-san even was _aware_ that she had done so. Homura had hardly told her about her situation, and by extension, the need to stay away from Madoka. Instead, here she was, sitting at a table waiting for the girl in question to return. It was an odd feeling...she had never eaten with just Madoka, Sayaka and Hitomi. She had never eaten with the last one period. It was uncomfortable enough, without Kuchiki-san attempting to wring answers out of her.

That was just annoying. Why again was she working with the petite shinigami?

"Look," the other girl sighed, putting on her more serious expression, "I understand you're uncomfortable. But I saw the way you look at her...the way you react around Madoka. It's clear you care about her, so staying away would just hurt right?"

"You don't understand."

Dropping her face to the table with a sigh, Kuchiki-san sounded frustrated, "How can I when you won't tell me anything?"

Homura could hardly answer that question. The honest answer would be 'I don't trust you' anyway. She was certain Kuchiki-san understood that.

"Well, _I'm_ friends with Sayaka now," the shinigami continued, "so if you want to work together, we're going to have to be friends with them. Besides, it will be easier to protect her if you're friends."

"You have a point," Homura conceded.

"Of course I do."

Unfortunately, any further discussion in that direction would have to wait, as the other girls sat down at the table. Madoka sat next to Homura, making the time-traveler stiffen slightly. Sayaka sat next to Kuchiki-san, while Hitomi sat on the other side of Madoka. The table wasn't really meant for five people...but they made it work somewhat well.

"Ahh...this is great," Sayaka had a happy smile on her face, as she popped a french fry into her mouth, "we don't do this enough Madoka."

"Well it is a special occasion," Madoka had that smile on her face again, "Homura-chan and Rukia-chan needed some time out, right?"

"..." Homura couldn't bring herself to say no, even if it was the right answer.

"I'm not going to complain," Kuchiki-san on the other hand...

Hitomi smiled herself, "We don't have others come with us to the mall that often. Normally it's just the three of us."

The time-traveler _had_ made note of that. Aside from herself and Mami, it was normally only these three who were in a group with each other. At least...until Sayaka turned into a Magical Girl and the entire dynamic fell apart. Even with her jealousy in relation to Madoka, Homura couldn't help but feel an ever-so-slight twinge of pain upon remembering that. If only because it shattered Madoka, more than many other things did. So far as she knew from conversations with her closest friend, the trio of girls had been friends for years. When that fell apart...well, it was little surprise it hurt Madoka so badly. Seeing it up close, Homura could understand why. They were all so close.

She could only hope that Madoka would become that close with her.

"Tell me about it," Sayaka groused, elbowing Kuchiki-san in the side, "only Hitomi here is really popular Rukia. You're hangin' out with the unpopular crowd right here."

Kuchiki-san just grinned, "Oh I don't mind. Popular kids are boring anyway."

"Hear hear!" the bluenette grinned, "Knew I liked you for a reason! No offense Hitomi."

"Oh, don't worry," a giggle followed that, "I feel the same way."

"So you aren't just hanging out with us out of pity?" Sayaka had a mischievous grin on her face.

"Of course not!"

"Just checking."

Madoka giggled at her friends, poking Homura in the side to get her attention. The stoic girl looked up from her food, only to be met by that blinding grin once more. It was clear that the pink-haired girl was happy and amused by her friend's antics. And even if she couldn't feel the same, Homura was able to feel a rush of happiness all her own just by _seeing_ Madoka in such a good mood. It was such a rarity to just see such a carefree expression, and know that she was included in it. Even if she wasn't interacting with the others, she was still a _part_ of this group. And...

Maybe, that wasn't a bad thing after all.

"So, what about you Akemi?"

Turning from the happy face to look at a curious bluenette, Homura could only send her typical flat expression back, "Yes?"

"Rukia said she transferred from Karakura," Sayaka sent a side-long glance to confirm that, before turning back to the incognito time-traveler, "So where are you from?"

"I went to a private Catholic school," she answered, foggy memories of said school not amounting to much.

Sayaka winced, "Ouch. No wonder you're so...you. I can't imagine going to that stuffy of a school. I'd go crazy!"

Homura should have felt insulted. But then again, if Sayaka thought she was cold and aloof because of a bad school, that was fine by her. Better than her suspecting the truth. It was hard enough to hide it from the overly-curious Kuchiki-san and the hard to lie to Madoka.

"It wasn't bad," still though, she felt the need to clarify before awkward questions were asked about a school she only barely remembered.

"If you say so," the bluenette looked distinctly unconvinced.

Luckily for Homura, Kuchiki-san came to the rescue once more.

"So, what do you all like?" that question sounded improvised, which wouldn't have surprised Homura at all. She still sent a look that managed to convey her thanks without changing expressions. Kuchiki-san just smiled back, winking to let her know the message was received.

"I like..." Sayaka tapped her chin, "Music, love me some music. A lot of people are surprised when I can list off classical pieces and composers off the top of my head actually!"

Hitomi smiled softly, "You have to admit, it is surprising Sayaka."

"Well, that's half the fun y'know?"

"You'll have to show me sometime," Kuchiki-san looked thoughtful, "I haven't heard much classical music before. Ichigo's much more a fan of modern music."

"And _you_ have to tell us about this Ichigo guy," the mischievous grin was back in full force, as Kuchiki-san flushed redder than Kyoko's hair. Homura had assumed the two shinigami were just friends but apparently that wasn't the case...

Coughing, the shinigami brought thing's back on track, "What about you Hitomi? Madoka?"

"Oh, I love shopping," Hitomi replied, a slightly nostalgic look in her eyes, "finding new stores is always so interesting. Not to mention I can find things my parents don't."

"The joys of being a rich kid," Sayaka muttered under her breath.

"Madoka?" Kuchiki-san looked at the last girl, since Hitomi was clearly off in dream land.

The pinkette flinched slightly, rubbing her neck nervously, "Ah...I love spending time with everyone. It's nice to spend time with friends, no matter what we're doing. Sayaka-chan always makes anything fun!"

That answer was such classical Madoka that Homura couldn't help a small smile that she knew the others wouldn't notice. It wouldn't matter to the other girl what she was doing, as long as it was with her friends. She just liked spending time with others, even if it was something she might not have enjoyed on her own. That was just how Madoka was, and her friend wouldn't want to see that change for any reason. And it never had...Madoka was the same in every timeline, even if she became more and more timid each time she never changed in her interactions with her friends. It was endearing in a way.

"Speaking of which," Sayaka began, before Hitomi gasped and interrupted the conversation.

"I'm so sorry, but I have to go," the green-haired girl apologized, checking her phone before picking her bag up.

"Ahh...why?" Madoka asked with an equally cute frown.

Her blue-haired friend nodded, "Yeah, is it piano practice again?"

"Yes," Hitomi looked less than eager, "my parents want me to keep up with it. I'm sorry I can't stay here."

"Nah, it's no problem."

"Sayaka-chan's right," Madoka smiled comfortingly, "Have fun Hitomi-chan!"

Kuchiki-san gave her own farewell, before looking at Madoka and the others, "So, what are we going to do now? Head home?"

If that question had been directed at her, Homura would have said yes in a heartbeat. Just because this, all of it, wasn't as bad as she expected didn't mean she wanted to continue. She needed time to adjust to being part of a group again...and the best way to do that, ironically, was to spend time alone. Not that the Magical Girl expected to get that lucky, of course. Knowing Madoka...

"I want to do something else!"

...that would happen.

"How 'bout we hit up the music store?" Sayaka suggested, somewhat expectedly when coming from her.

"You always suggest that Sayaka-chan," Madoka fake-complained, her smile making it clear she was, "Something for Kyouske-kun?"

The blush was the same as Kuchiki-san's, if a little lighter as the bluenette chuckled, "Yeah, maybe."

"If I have to tell you about Ichigo, you need to tell me about _Kyouske-kun_ ," the devilish smirk on Kuchiki-san's face _almost_ made Homura feel sorry for Sayaka. Almost.

For her part, the blush on the blue-haired girls face went just as red as Kuchiki-san's had been, "You little...come here!"

Sayaka leapt at the shinigami, who just grinned wider and ducked beneath the blow. With her height, that wasn't that difficult actually.

"You can't catch me!"

"Try me!"

The two girls started chasing the other around the nearly empty restaurant, as Homura idly wondered if this energetic girl was the real Kuchiki-san and the stoic one was the mask...or if it was the other way around. It was hard for even her to tell, though if she were the betting type- after her experiences, she wasn't -Homura would say that the stoic mask was the same as her own. Leaving that aside, the pair's antics almost reminded her of Kyoko and Sayaka in the brighter timelines. At least Kuchiki-san hadn't almost killed the blue-haired girl to get to this point. It was becoming very clear the two were becoming good friends though. On the plus side, that meant that when, not if, _when,_ Sayaka contracted, Kuchiki-san would be able to train her in swordplay. Even if they used radically different weaponry.

"They're so alike," Madoka smiled at Homura.

"Indeed," the stoic girl nodded, "I had figured as much, when I met Miki-san."

"You act nothing like your cousin though," the pinkette continued curiously, "why is that Homura-chan?"

Even for Madoka...even for her, Homura couldn't answer that question. The truth hurt _her_. She could only imagine what it would do to Madoka. Poor, kindhearted Madoka.

"We're just..." and only with Madoka would she ever struggle for words, "different."

"I can tell. Though I like Homura-chan the way she is!"

Of course she would say that. And innocently turn her own words back on the time-traveler. Madoka was either the most innocent girl she had ever met, or the most deviously clever. Long experience tended toward the former.

"And I like you the way you are."

At least she was still able to bring a flush to Madoka's cheeks. The girl looked ready to say something, likely another self-deprecating statement. Luckily for both of them, Kuchiki-san spun into view, Sayaka panting behind her. For her part, the shinigami didn't even look out of breath, as she grinned at the pair. Though behind that grin was a serious expression sent at Homura, again, conveying far more than words could do.

"You two go on ahead," Kuchiki-san said, "I need to talk to Homura alone real quick."

"Traitor," Sayaka panted.

"We'll be right behind you."

Madoka nodded, understanding that the pair of 'cousins' needed to talk about something, "Come on Sayaka-chan. I want to see what the music store has!"

The two friends waved at the 'cousins' and wandered out of the shop. Homura turned her full attention on Kuchiki-san, who had her 'mask' back in full-force. No longer was there the young-appearing schoolgirl. Now there was the experienced and far older shinigami Lieutenant. And when that look was sent at her, Homura knew that things were serious even if she hadn't known the older girl long. And there were very few things that could make her that serious...Hollows, Witches- though Kuchiki-san couldn't sense them -or something along those lines. In the end, the latter was closer to reality.

If even worse from Homura's perspective.

"I sense something unnatural," Kuchiki-san began without preamble.

Considering she couldn't even sense Witches and a Hollow was a natural- if dark -being...

"The Incubator?" Homura asked, steel in her normally toneless voice.

Kuchiki-san nodded, "Most likely, if what you've told me is true."

There were no questions asked. No hesitation. Homura was immediately on her feet, striding for the door. She knew how to find Kyubey...and that was to find Madoka and Sayaka without being seen by either. Because other than helping Mami, that was the only reason the monster would be here.

And she could _not_ allow it to meet Madoka.

* * *

 **AN: There we go. As I've said previously...Rukia/Sayaka interactions are ridiculously fun to write. It's part of the reason I chose her as the Bleach character to toss in...she _looks_ young enough to pull off staying in the same class (if barely) and in addition, bounces off Sayaka so well their interactions practically writes itself.  
**

 **On that note, the next chapter holds a decent portion from Sayaka's perspective. Story may be Homura-centric, but the other girls will get bits too, so we can cover more than Homura could reasonably see.**

 **Now, reviews. Seven again this time, which would be a nice average if I'm being honest.**

 **Reviews:**

 **Krazyfanfiction1, Guest,** **Guest2:** Thanks for the reviews!

 **Mugenko:** The ideas jumped in my head the moment I started watching Madoka, if I'm being honest. Sometimes I love my muse.

Kyubey definitely has stuff he's not saying. But I'm not going to do a chapter from his perspective, so just _what_ he's hiding will come out slowly.

 **Nintendoman58:** Well, Bleach isn't for everyone. I freely admit it's nowhere near the quality that Madoka is for instance. Glad you can still enjoy the story anyway though!

Ichigo isn't going to be back for quite a bit unfortunately. This is after Bleach's time skip, so he's 17 at the youngest...a bit too old to justifiably interact with the Madoka gang. He will pop back in eventually though.

 **seraph of the en:** VL Ichigo is quite strong, certainly. The problem is:

A. Rukia doesn't know just _how_ strong. I don't see anyone involved talking about what happened atop Los Noches.

B. Even if he can pull that out again, Walpurgisnacht is _scarily_ tough in the latter timelines. Something like a hundred rockets, buildings falling on it, a truck and missiles to the face, _enough landmines to resemble a nuke..._ all without so much as a scratch. Toss in the fact that she wrecks a city by merely being there, and it's a tough nut to crack.

Granted, that's just my view on it. *shrug*

 **SilverstormXD:** Yachiru? Do you _want_ Kenpachi to go on a murderous rampage through the Incubator race?

...

...

Actually, that would be darkly amusing. That being said though, Ruks is the only Bleach character we're going to have for some time.

 **AN: Hope everyone enjoyed the chapter! Remember, drop a review if you did!**


	5. Incubators and Magical Girls

**AN: And here's chapter 5! Like I said last chapter, this'll be the first time we look at it from a different perspective...namely, Sayaka. For future reference, if there is no name before the location at the start of a segment, that's Homura's perspective- this _is_ her story. If there _is_ a name, it's that character.  
**

 **On to the chapter!**

* * *

 **Mitakihara Mall, Construction Zone**

* * *

"It's close, whatever it is."

"I am not surprised he is hiding down here."

"Really? Wouldn't it make more sense to stay close to the others?"

"Not if the goal is to make them trust him. Better to appear at his chosen moment."

"Point taken."

Two dark-haired girls stalked through the darkness of a section of Mitakihara Mall under renovation. Not used for shopping in months, there was little but emergency lighting to guide the way, as the pair looked around for what the shorter of the two was sensing. That shorter girl had her hand gripped tightly around the hilt of a standard katana, the shine of the steel in the dim light the only sign she was there other than sharp violet eyes. Her entirely black outfit blended in with the darkness well, hiding her from sight of any who may be looking for her. Her companion, far taller, was similarly dressed in dark clothing though her dress was more grey than black- or very dark purple. Her heels clicked on the ground dully, the only noise other than the breathing of the two.

If anyone were observing them, they would have more questions than answers about the pair. But only those with spiritual energy could see either girl at this point. And of those, the only two who _were_ in the area were both in a music store, blissfully unaware. That suited the taller girl quite well. She had no desire to see her friend wrapped up in her problems. It was far better she stay where she was, happy and unknowing of what lurked in the shadows. How fitting...the monster showed his true colors with this.

"What am I looking for?" Rukia Kuchiki asked, her hand tight on her blade.

"A white creature, cat-like but for his ears," Homura Akemi answered, her own hand ready to freeze time if need be.

"That's oddly..." Kuchiki-san began.

"Cute? Yes, that is the intention."

"Makes sense if the target is a young girl."

The target both girls were looking for was the monster otherwise known as Kyubey...the Incubator. The goal was both to find him and warn him off. Kuchiki-san was going to stay hidden when they did find the monster, in the hopes that she wouldn't have to expose her abilities as of yet. If it came down to it, they wanted to keep the shorter girl as an ace in the hole.

 _If it were my choice, I would be killing that monster no matter how many bodies he has. However, Kuchiki-san does have a point...if I want Madoka, and Sayaka Miki to ever trust me I cannot kill Kyubey. He will merely come back and meet them no matter what I do. Far better to have them listen to me than him._

It would be difficult to stay her hand with the hatred she felt towards the Incubators, but Homura would manage. Somehow.

"I sense it getting closer," Kuchiki-san spoke up, drifting into the shadows, "the next turn."

"Understood," Homura replied shortly, walking past the bend in the path...to see a familiar white form that filled her heart with righteous anger.

"A Magical Girl?" Kyubey twitched his tail, head tilted in the universal sign of confusion even if his maddening expression remained the same, "I...was not aware another was in Mitakihara."

Forcing her voice into a level tone, Homura stared the monster down, "Kyubey."

"Who are you?"

The irony of that monster asking a girl he _should_ have contracted that question was not lost on Homura. She simply didn't care.

"Homura Akemi," she replied, tone even despite the rage in her heart, "what are you doing here?"

"I could ask the same question, Homura Akemi," that horrible expression didn't change, "why are you here, where there is no Witch?"

"And shouldn't you be with Mami Tomoe, hunting the Witches?"

"Perhaps. Perhaps not."

Clearly, this was going to go the same as any conversation ever did with the monster. Trading jabs back and forth, despite all his claims to not have any emotions. Homura had never been convinced of that fact. For all that the Incubator claimed to lack emotions, he demonstrated cruelty and malice quite clearly.

"I am curious though," Kyubey continued, "I don't recall contracting you, and yet you are here. You are an anomaly."

"Perhaps you just don't remember?" better to keep him off-guard.

"That is a possibility, yes," the monster conceded, "Though doubtful, as I always remember a Magical Girl."

"And I always remember _you_."

The head-tilt was back, as Kyubey- again, despite claiming to lack emotions -picked up on Homura's hostile tone, "Have I done something to anger you, Homura Akemi?"

 _Do not answer that question truthfully. I must not let him know how much I am aware of his secrets._

She knew that the Incubator would dig and dig until he had answers, if she gave too much away. It was why killing him was so much simpler...look as a vengeful Magical Girl, and prevent him from being able to ask questions. Instead, she found herself forced to verbally spar with the creature, without giving away too many of her own secrets. She had not had to do so since the third timeline...when she was still making an effort to work with the others. To say she was out of practice in doing so would be an understatement of epic proportions.

But she was used to speaking in riddles to others...just had to adjust for the Incubator.

"Perhaps," she threw that word out again, "I'll ask again...why are you here?"

Those unblinking red eyes stared at her, before Kyubey turned his head, "I have the feeling you are already aware, Homura Akemi."

"If you are here to contract Madoka Kaname, I will not allow it."

"Ah...so you're here with her and Sayaka Miki then?"

"Possibly."

"No, I'm sure of it," Kyubey paced in front of her, "Though why you are determined to prevent them from seeing their potential is beyond me. There are more than enough Witches in Mitakihara to support more Magical Girls."

Of that, she was well aware. And it just rose a fresh spurt of anger, when Homura thought of how many Magical Girls had been sent to their dooms in this town.

"That is not the issue. Stay away from Madoka Kaname, or I will have to take more drastic measures."

The grin turned back to her, "Would you kill me to protect her, Homura Akemi?"

"Yes."

"I see. You will require more observation than I thought when I first sensed you then. How unusual...I have never seen a Magical Girl so hostile towards me."

Somehow, she doubted that, "So you say. Leave."

"Very well."

Bowing slightly, the monster retreated into the shadows. Homura wasn't hopeful enough to think it would last long. She knew as well as anyone that the Incubator was only retreating to gather more information. He would be back, and likely soon. No matter what she did, he would latch onto Sayaka and Madoka, and refuse to let go. The best she could do was keep Madoka from contracting at all costs. It would be impossible to prevent the same for her friend. But so long as Homura could keep Madoka human...that would be enough for her. Though she was under no illusions as to how difficult that would be.

The moment that Kyubey was out of the area, Kuchiki-san walked into view, her sword back in its sheath before her black outfit faded back into the Mitakihara Middle School uniform. She wore a thoughtful expression, one that Homura was familiar with by now. If something had grabbed Kuchiki-san's attention, that would be the expression on her face no matter what it was.

"So, that was the Incubator," she began, a wan smile crossing her face, "If I hadn't known what he was, I would have been fooled myself. Though I do have a weakness for cute things."

"Most girls do," Homura nodded, "It is how he tricks them."

"That, I can see," Kuchiki-san sighed, "On the other hand, I can't get an accurate read on his reiatsu. There is something distinctly...unnatural about it. Like his soul is not fully in his body."

"I believe you are sensing how he stays alive."

"Ah...right, you did mention that."

Simply put, the only logical way to believe that Kyubey could return with a new body no matter how many were destroyed, was that his soul was either split between all the bodies, or in some sort of shell that could switch at will. Neither option was very appealing, as it made it _extremely_ difficult to kill him for good. The only option either girl could see that would work would be a Quincy arrow. And even that was debatable...the resident Quincy, one Uryu Ishida, would be quite willing to at least attempt it if they informed him of the Incubator, according to Kuchiki-san. But there was no way to say for sure that it would work...and exposing the Quincy could be even worse.

Both could hardly imagine what a Magical Girl Quincy would be capable of.

"In any case," the shinigami looked at Homura, "we need to start planning again. He'll be back soon, won't he?"

"Most likely," she nodded, "the Incubator never gives up for long. The moment there is an opening, he will contact Madoka."

"And Sayaka," Kuchiki-san pointed out, "what sort of opening would he need?"

Homura looked at the ground, "Merely the fact that I cannot be around Madoka..."

"Sayaka too."

"...and Sayaka, at all times. He will use that to his advantage, perhaps contacting them at home. Failing that, I believe he will use Mami Tomoe as a messenger."

Kuchiki-san nodded thoughtfully, "Would she do that?"

"Yes," Homura had no doubt in that regard. Mami was lonely, and would jump at the opportunity to introduce other girls to the 'wonderful' job of protecting others. She was altruistic, and that was something Homura could still respect...even though she could never trust the older girl.

"Hmm...how will we keep an eye on her then? Or prevent her from contacting them?"

That was the question, wasn't it? Preventing the Incubator was one thing. But if they attempted to get in Mami's way, it would ruin any chance of recruiting her to fight Walpurgisnacht. While Homura could likely work without the blonde- Kyoko, Sayaka, Kuchiki-san, Kurosaki-san...she had plenty of other help -it was better to at least make the effort. And to do that, would require not making Mami see her as a barrier or foe. And the girl was highly territorial, even if not to the same extent as some other Magical Girls. Mami was perfectly fine with girls recruited by _her_ working in Mitakihara. In fact, she welcomed that from what Homura could remember.

But, that wasn't the case with her any longer was it? Homura was an outsider, and one that was an 'anomaly' in Kyubey's words. Building trust with Mami was going to be difficult enough...a task likely made harder by the Incubator. Homura was not dumb enough to believe that he wasn't going to warn Mami about 'the threat' that she represented. Things were not going to be easy by any means.

"That will be impossible," Homura hated to admit that, "We will just have to gain more trust."

Beating Mami at her own game...there was an irony to that.

"Well, in that case, at least we're already friends," Kuchiki-san grinned slyly, "well, I'm friends with Sayaka. You seem to like Madoka a bit more."

Not rising to the bait, Homura merely nodded, "It is fortunate that you and Sayaka Miki are such good friends."

"Yeah," the shinigami looked a bit put-out that she didn't get more of a reaction, "Speaking of which, she texted me while you were dealing with bunny-cat."

 _Bunny...cat?_

"Apparently they had to head home without us. I believe they are going together."

Homura felt a jolt of worry shoot down her spine...what if they got attacked? She had no idea how accurate that worry truly was...

* * *

 **Sayaka Miki, Mitakihara Streets**

* * *

"Man, I wish that Rukia had shown back up," Sayaka complained, throwing her arms behind her head, "Even Akemi would have been nice."

"Maybe they were busy?" Madoka suggested, though she didn't look happy either, "I wanted to at least say bye to Homura-chan..."

"Eh, we'll see 'em both tomorrow," the bluenette absently pushed Madoka slightly, "and then we can get some answers. I want to know where those two vanished off to..."

"I'm sure they had a reason!"

Shaking her head, Sayaka smiled at her friend, "You're always so trusting Madoka. It's so cute!"

So was her blush, for that matter. It was always fun ribbing Madoka like that. Her best friend had the cutest reactions _ever_! It just made her want to hug the girl silly. Which she did, a grin crossing her face as Sayaka jumped Madoka and started hugging her from behind.

"Hey! Sayakaaa!" Madoka's giggles did more to ruin her complaint than anything her friend could do.

"You're too cute Madoka!" Sayaka giggled herself...until she felt a chill run down her back.

Madoka clearly felt the same, as she stopped struggling and looked back at her friend, "Sayaka? Do you..."

"Feel that?" she finished, "Yeah."

The girls broke apart from each other, backing up next to the other. It was only now that they realized they were alone in the street, not a single other person in sight. Both of them were scared now...where had everyone gone? Why were they alone? The lack of an answer to that question had Sayaka tugging on her friend's arm. They had to get moving again. Maybe it was just a slow evening? If they got home, Madoka could stay at her house too...her mother wouldn't complain. And Sayaka knew that Madoka's parents would just want to know, they wouldn't have a problem with it. And once they were home the girls could relax and joke around again, instead of feel like something was watching them from just behind their shoulders.

Needless to say, that was not a comfortable feeling. Sayaka tugged on Madoka's hand, getting her friend moving. They weren't that far from her house...they just had to go a few more blocks and they'd be safe and warm in her room. Just a few more blocks.

"Sayaka..." Madoka whimpered, "What is that?"

"What is..." the girl began to ask, before she saw her friend pointing, "what in the he...?"

The street lamps around the girls began to bend and change shape, as darkness spread out from underneath them. To say they were terrified would be an understatement. Red sky took shape over them, swirling like a badly painted canvas, as the darkness underfoot continued to spread. Sayaka grit her teeth, pulling Madoka beside her as she took off running. Whatever the hell this was, they _had_ to get away from it. If they could just get away. Unfortunately, whatever this was did not want to let go that easily. The buildings were gone, replaced by a grey plain of what looked like...corpses. Sayaka felt like throwing up, even as she felt her heart trying to pound its way out of her chest.

She knew Madoka had to be feeling the same, as her friend squeezed her hand so hard it was a miracle it wasn't broken.

"What's going on?" the pinkette whispered, "I don't like this Sayaka..."

"Neither do I," she replied, "Where the hell are we?"

There was no answer forthcoming, as an ominous cracking grew behind the girls.

"Look!" Madoka pointed, her voice shaking.

Sayaka didn't _want_ to look. But the grip on her hand didn't really leave her much choice. Turning around, she saw a horrible sight. A misformed arch was growing out of the ground, taking shape...towering above the girls.

 _What...is going on? Am I dreaming?_ Please _tell me I'm just dreaming!_

She wasn't dreaming though...as three figures sprang up underneath the arch. Looking like badly drawn paintings, the three yellowed paper-figures moved towards the girls. They lurched forward like zombies, slow but unstoppable. If only because the girls were rooted in terror...and had no way to defend themselves. Sayaka didn't even have a bat or anything like that. Even so, she stepped in front of Madoka. They would have to get through _her_ before they could touch her cute little Madoka!

"Co...come and get me!" she shouted, putting on a brave front for the girl behind her...even if Sayaka wanted nothing more than to run for her life.

"There's no need for that."

Head spinning around, Sayaka heard a new voice speak up. A new female voice...not Madoka. Not Rukia. Not even Akemi. Who...?

"I'll protect both of you, don't worry!" a figure dressed in a white top and yellow skirt fell to the ground in front of the young girl, a silvery rifle in both hands. The girl sent a look over her shoulder, uniquely...drill-shaped...hair swaying slightly. Her yellow eye winked, before she turned back around and fired both of the guns.

Yellow zombie things fell away, holes blasted through their heads. Sayaka felt her jaw drop at the sight...this girl couldn't be much older than herself! And here she was calmly shooting guns in both hands? And not being scared senseless by...those things?

"We're saved!" Madoka was turning back into her old self.

"Yeah..."

Ms. Blonde smiled over her shoulder, "Yes you are. Stand back, this'll only take a second, I promise."

She dropped both of her guns, before pulling the beret off her head. Before a shocked pair of middle schoolers, the girl waved the headwear in front of her. A swathe of rifles fell to the ground, surrounding the girl. With no hesitation whatsoever, she picked up rifle after rifle, and fired into the center of the arch as yellow ribbons restrained the equally yellow figures on the ground. Chunks of stone flew from the arch, before the mysterious girl pulled up one last rifle, and aimed at the gaping hole at the center of the arch.

"Time to finish this."

One last bullet went flying towards the arch, a ghostly scream rending the air as it connected. Sayaka was quick to place her hands over her ears, as Madoka did the same. Both of them wincing as the arch blew apart in a massive detonation. Even with that scream though...the pair felt joy run through their systems. Because the nightmare around them began to fade away, replaced by the normal street.

"Yay!" Madoka hugged Sayaka tightly, "We're okay Sayaka-chan! She saved us!"

"Whoever she is," the bluenette hugged her friend just as tightly, as she looked at the blonde, "she really did."

The blonde in question sighed, her outfit turning into a normal Mitakihara Middle School uniform, "Are you two okay?"

"Yeah..." Sayaka nodded, "What was that? And how did you fight it?!"

Giggling lightly, the blonde pushed a bit of hair out of her face, "I'm Mami Tomoe, I believe I'm a year ahead of you two...you're eighth graders, right?"

Madoka nodded, "We are. Thank you for saving us Tomoe-san!"

"Oh it was no problem," Mami waved off the thanks with a gentle smile, "It _is_ my job after all."

"Your...job?" Sayaka couldn't help but ask.

"Of course. I'm a...Magical Girl. What you just saw was a Witch, and it's my duty to hunt them down and destroy them."

If the bluenette had expected anything, it wasn't that. What Mami had just said sounded like something out of an anime, not real life. Granted, she had just seen the world go all crazy and art-deco, but still! Magical Girls? Come on, that couldn't possibly be real...right? Stuff like that didn't happen in real life, not that she knew of. And Sayaka would have heard about something like this before, with how often she dreamt of being a hero like her storybooks. Being a superhero who fought Witches for a living was something she could only see happening in a story...but it would be awesome if it was real!

Even with her doubt though, Mami looked quite serious. Well, as serious as she could look with a white...wait, what?

"Uh...Mami-san?" Sayaka blinked, "Why do you have a weird cat on your shoulder?"

"Oh, this isn't a cat," the older girl giggled, "This is Kyubey. He's the one who turned me into a Magical Girl in the first place. He's a dear friend of mine actually."

"Hello Sayaka Miki, Madoka Kaname," a high-pitched voice came from the...from Kyubey. Despite his mouth not moving at all from a wide grin.

"Wait, you know our names?!" Sayaka gaped.

Madoka was a bit more restrained, "How do you know them?"

Kyubey tilted his head, "I have been watching you two for some time now. I was going to make contact tonight, but I didn't expect you to wander into a Labyrinth. We're lucky Mami was nearby."

"Very lucky," the blonde nodded, "if I hadn't been here...anyway, the fact you can see Kyubey is a good sign."

"Why?"

"Only those with the potential to become Magical Girls can," the cat-thing replied, scratching its head, "That is why I was going to contact you two. All you have to do is make a wish, and you can contract with me to become Magical Girls yourselves!"

"Don't drop it all at once Kyubey," Mami lightly chided the creature, "I'm sorry, he's always eager to find new trainees. If you want, you can come to my apartment...I can explain things a bit better there."

 _Hmm...go to strange girl with weird cat thing's apartment to learn about Magical Girls...or go home and forget this happened? Oh who am I kidding. This is too awesome!_

"I'll go with you!" Sayaka was all grin, before she turned to her closest friend, "What about you Madoka?"

"It...sounds interesting," the pinkette replied timidly.

"Awesome you mean!"

Madoka smiled, "It really does. Even if its a bit scary."

Mami's own face bore a smile, "It is scary, I won't lie. But it's worth it. Come on, follow me and I can explain."

With that said, the blonde spun around and began walking in the opposite direction of Sayaka's home. The bluenette should have been worried about that, but she was so caught up in the excitement she hardly noticed. This just might be the coolest thing to ever happen to her, even if she was scared out of her wits earlier. How often did you have a real life hero pop up in front of you? And offer to tell you how to become one yourself at that! Sayaka's greatest wish was to be a hero like in the fairy tales. And this might be her chance to become one, depending on what Mami said.

How could she possibly turn down at least trying to figure things out? She knew Madoka probably felt the same way as well, considering she continued to stick by her side. Wouldn't that be awesome, both of them working together as Magical Girls? Sayaka couldn't wait to see the look on Rukia's face if they did go through with it. The shorter girl would be so impressed!

 _I can't wait to show off my new powers, if it's worth it!_

Naturally, she had no idea that Rukia already knew of Magical Girls...and would be more than a little unhappy if Sayaka actually went through with it...

* * *

 **AN: Sayaka is fun to write.  
**

 **Kyubey is _difficult_. Getting the right blend of subtle malice and disregard for emotions is _very_ tricky to pull off. I hope I did well enough there. As for Mami...I'm going to forewarn everyone.**

 **While I love her character, and she's one of my favorites...this story is primarily from _Homura Akemi's_ perspective. As such, expect that to color interactions with her when Homura's the focus character.**

 **Now, for the reviews. Seven again this time, so hopefully we can keep that going as the average at least!**

 **Reviews:**

 **Guest1, Guest2, Krazyfanfiction1, Emma Iveli:** Thanks for the reviews!

 **northernlion196:** Well, it is good to know that I'm still doing this well enough that even readers who aren't familiar with half the crossover can still enjoy it!

That being said, it's going to be rather light on Bleach stuff _for the most part_ at least.

A SW crossover...while interesting, I don't have any ideas on how that would work to be honest. *shrug* That being said, the title did bring to mind _A_ New Hope, for me too.

 **SilverstormXD:** This is Rukia post-timeskip. So short-haired Rukia.

 **ELinkA:** To some extents we have the Manga. But I'm not planning on introducing the Vandenreich.

 **AN: And there we go. I hope everyone enjoyed the chapter, and drops a review on the way out! They are what keeps authors writing after all.**

 **...**

 **...**

 **...**

 **...even if I am about to start in on Chapter 12 already...**


	6. The Dessert Witch

**AN: Next chapter is up. Not much to say up here to be fair, but I hope everyone enjoys the chapter!  
**

* * *

 **Mitakihara Middle School**

* * *

"Have you seen Madoka and Sayaka, Akemi-san?"

"No."

"Kuchiki-san?"

"Nope. Not since they went to the music store yesterday."

"I wonder where they went..."

Homura wondered the same. Shizuki-san's worried look was absolutely nothing on the emotions raging under the Magical Girl's stoic facade. To say she was worried about Madoka was an understatement of epic proportions in fact. It took all the girl had to keep herself with Kuchiki-san and Shizuki-san instead of running away to find the pinkette. If this were an earlier timeline, she might have trusted Madoka on her own. But neither her nor Sayaka had powers at the moment, and the idea of them being out somewhere without help terrified Homura. If she couldn't protect Madoka this early in the timeline, how was she going to get through to Walpurgisnacht? If something happened to her dear friend...it would break her. As such, despite not showing her raging emotions on the outside, the Magical Girl was constantly scanning the area for her friend.

 _Madoka...please be okay._

If previous timelines were any indication, it was likely that Madoka and Sayaka had been found by Mami Tomoe. In point of fact, it was quite likely that they had been with her last night. The idea didn't exactly appeal to Homura...every time Mami got to Madoka, the latter would want to become a Magical Girl. Her friend's admiration for the blonde made it almost a foregone conclusion that she would want to become a Magical Girl on her own. As that was something Homura could never allow, it made her worried that it was what had happened here.

"Hey!"

Well, at least _one_ of the girls was here.

"Sayaka! Madoka!" the green-haired girl smiled brightly, "I was worried about you."

"Oh we're totally fine," Sayaka waved off the worry, "just running a little late is all."

Madoka smiled back at her friends, "Yeah, we were busy finishing some homework!"

Now, if that were actually what the case was, Homura would have breathed a sigh of relief. But the smugly smiling ball of fluff on Madoka's shoulder rather ruined the image.

 _"Kyubey."_

 _"I see you are aware of this then, Homura Akemi,"_ the monster turned to stare unblinkingly at the time-traveler.

Both Madoka and Sayaka flinched like they had been slapped, as they looked at Homura with wide eyes.

 _"Wait, you can see him?!"_ the bluenette gaped, _"And talk mentally?!"_

Homura just inclined her head slightly, _"Yes, I can."_

 _"Does...does that mean you're a Magical Girl too, Homura-chan?"_ Madoka's eyes were wide with awe.

In response, the dark-haired girl held her hand up. A glint of sunlight on her ring finger was all the answer the other girls needed. After all, if they had met Kyubey then they had met Mami Tomoe. Homura had always known her warning to the little monster wasn't going to hold long, but for it to be _this_ fast would require the blonde. And when she saw their eyes go suitably wide at the glint of metal, Homura knew she was correct.

 _Damn you Mami Tomoe..._

 _"Why didn't you tell us?!"_ Sayaka complained, _"Is Rukia one too?"_

An elegant eyebrow went up, before Homura turned around. Shizkuki-san was sending the other girls strange looks, as was Kuchiki-san. Best not to attract attention of the others. Well, the shinigami would need to be told about this anyway. The normal girl though...Hitomi Shizuki was best off not involved at all. There was no reason for her to be suspicious, and it was best to stay that way. She was going to be enough of a handful later on, when Sayaka inevitably made her wish. Something that the time-traveler was most certainly _not_ looking forward to.

 _"You were not contacted by Kyubey, so I saw no point,"_ Homura continued, walking without even slowing down, _"And no, she is not a Magical Girl."_

 _"Yeah, but you could have told us anyway..."_

Madoka sped up to walk next to her new- from her perspective at least -friend, _"Homura-chan? Is something wrong? You don't seem happy that we can do this..."_

Turning her head slightly, Homura resisted every impulse she had to glare at the monster casually perched on her dear friend's shoulder. Madoka might mistake the glare as being directed at her, and that was something that she couldn't do.

 _"I would have preferred you not talk with him,"_ and it took even more out of her to not let frustration show, _"I do not want you exposed to the danger being a Magical Girl entails."_

And wasn't _that_ an understatement.

 _"Hey, we can handle ourselves!"_ typically for her, Sayaka Miki sounded annoyed at the insinuation that they couldn't handle the danger.

Typically for _her_ , Homura just ignored the complaint and elected to stay silent the rest of the way to the school. The more she communicated like this, the greater her frustration grew. After all, it required the Incubator being a physic conduit to allow them to do so. And the last thing Homura wanted was her mind exposed to that monster on any level. It was doubtful he could read her thoughts, but better safe than sorry. If he found out what she was, it was all over...she was good at keeping the Incubator out of the loop until the end of a timeline, and it had to stay that way...for her sake, and Madoka's.

"You okay?" Kuchiki-san whispered, as Madoka fell back to chat idly with Sayaka and Shizuki-san.

"No," Homura replied shortly.

"Kyubey?" the shinigami asked knowingly.

Sending a short glance back at the monster perched on _her_ Madoka's shoulder, the tall girl nodded, "Yes. I knew he would not stay away forever, but this is sooner than I had expected."

"Well, we expected this," Kuchiki-san sighed softly, "Plan B?"

"Plan B."

 _-0-0-0-0-0-0-0-0-0-_

'Plan B' amounted to a relatively simple goal in the end. That goal being getting Madoka and Sayaka into _their_ camp, instead of Kyubey and Mami's. A simple enough task in theory, but not easy in execution. Homura was aware that she was hard to relate to, and considered it a minor miracle that Sayaka Miki was as open with her in this timeline as she was. Madoka was not the problem there...the time-traveler could be cold and aloof all she wanted, but the pinkette was kind enough that it wouldn't matter. Even with that, however, it was an uphill slope to tear them away from the much friendlier 'older sister' figure that Mami Tomoe provided. Kuchiki-san was an important aid in that regard, as her easygoing personality was far easier to relate to and get along with than Homura's own.

The other notable problem was doing so, while also working towards getting Mami's aid for fighting Walpurgisnacht. Having the veteran Magical Girl on their side would be a valuable boon in fighting strength, even if Homura didn't truly trust her any longer. But getting that aid while also making the new 'trainees' trust Homura and Kuchiki-san first was not going to be an easy task. Mami was very easy to frustrate when it came to girls she was trying to 'train'. Her loneliness made the blonde upperclassman rather harsh on anyone who tried to keep her from getting rid of it. As such, it was not easy to get her working with them in the first place.

"I didn't know there was another Magical Girl here."

"It is not something I advertise."

"That I can understand, but why didn't you at least let me know? I don't want to fight if I can avoid it."

It also didn't help that _Mami_ didn't trust _Homura_.

"Look," Kuchiki-san tried to play peace keeper as the girls met on the roof of the school, "Homura, Tomoe-san, this is a misunderstanding right? Homura doesn't want people to know what she is, and Tomoe-san want's to make sure everyone is who they say they are. Right?"

Mami sighed, "Yes, that is true. I have no problem with another Magical Girl in town...we have more than enough Witches. However, I want to ensure we will not fight. That is a waste of time and energy better spent protecting Mitakihara. That's why I wanted to know as soon as you arrived, not just because Kyubey told me."

"It is only the second day I have been in school," Homura pointed out.

"But you've been in the town for longer, correct?"

"Yes."

The blonde sighed again, placing a hand on her face. Clearly, she was frustrated by Homura's typically short answers. Granted, expecting more than that out of her was a forlorn hope. Homura didn't even give longer answers to _Madoka_. She wouldn't give the girl who had shattered her trust in her any more than that. In her mind, the blonde didn't _deserve_ that. She barely deserved what she was getting really. If it weren't for needing Mami's aid, then the time-traveler wouldn't even be interacting with her outside of missions.

"I'm going to guess," Mami continued, "That you just didn't know about me until now. Either way, what are you going to do now, Akemi-san? I don't want to have to fight you, but if you get in my way I may not have a choice. And on top of that, Kyubey is planning on contracting Kaname-san and Miki-san as well."

It was impossible for Homura not to clench her jaw slightly at that, "There is no need for that. The two of us should be perfectly capable of handling the Witches."

"That isn't your choice though, is it?" the blonde countered, "Kyubey has chosen those girls. If they want to make a wish and contract with him, that is entirely their choice."

"And are you going to push them in the direction where they make that choice?" Homura barely kept her temper in check. Mami Tomoe _always_ did this. She couldn't take her own loneliness, and she took advantage of other girls to assuage it!

Mami's eyes narrowed slightly, "And you have a problem with that?"

"With Madoka Kaname involved," the time-traveler shot back, "Yes, I do."

"Aah...Kyubey mentioned she was important to you. I assume you noticed her potential? Only your cousin has similar potential...are you worried she'll be stronger than you?"

For all her altruistic nature, Mami still could slip into thinking more along the lines of Kyoko Sakura. Understandable when the two used to work together. Of course, she was completely and totally wrong about Homura's motivations. She could care less how much potential Madoka had, or if her dear friend was potentially far stronger than herself. That didn't _matter_. What mattered, was honoring the wish of the third Madoka...that she never become a Magical Girl again. If that required making Mami think bad of her, so be it. So long as her friend remained safe and happy, Homura could care less what the blonde thought of her.

They didn't have to be best friends to defeat Walpurgisnacht. They merely had to be willing to work together with the others. If Kyoko could do it, then there was little reason why Mami could not.

It was also worrying that the veteran Magical Girl could sense Kuchiki-san's power.

"I could care less about Madoka's potential," Homura flipped her hair, "I just won't allow her to become a Magical Girl. Her happiness matters more to me than any excuse you can make."

Homura didn't need long years of experience with Mami Tomoe to see the flash of anger in her eyes. Likely because she felt her _own_ happiness was being crushed by her words. Again though, there was little that Homura could bring herself to care about when it came to Mami. Madoka was far more important in every way.

The blonde kept her voice level as she shot back, "Then are you going to get in my way?"

"Homura..." Kuchiki-san whispered, having moved beside her 'cousin'.

Breathing in a fortifying breath, Homura looked Mami right in the eyes, "No, I won't fight you. There is a far bigger threat. I assume you have heard of Walpurgisnacht?"

That was a safe assumption to make, as Mami was the one who had found out about that Witch first. Homura to this day didn't know how she had in the first timelines, but the fact remained that she _had_. She had stopped mentioning it once they became all but enemies in more recent timelines over the issue of Madoka, but that didn't change the fact she should still be aware of it.

And judging by the subtle widening of her eyes, she had.

"Walpurgisnacht...how do you know that name?" Mami asked, instantly on guard.

Flipping her hair again, the time-traveler didn't show the frustration she felt, "Research. The signs are there for anyone who knows what to look for. I assume that's how you know?"

"Yes," the hostility was falling from Mami's body like leaves in fall, "and you are right. We can't afford to fight each other with that Witch coming so soon. Do you see why I want to recruit those girls now?"

 _Yes, and it has nothing to do with Walpurgisnacht and everything to do with your loneliness._

Clearly, Homura didn't say that out loud.

"We do not need Madoka Kaname or Sayaka Miki. Trust me."

"You haven't given me much reason to trust you," the blonde countered, "Now, I won't get in your way. But I want you to stay out of _my_ way. If those girls want to come with me and learn how to become Magical Girls, that is their choice."

It took everything Homura had in her to hold her tongue. It was only their choice because Mami wasn't going to force them to choose. She would just manipulate them into choosing the Magical Girl route. Homura _knew_ that, just as she knew that Sayaka Miki would take the bait. The time-traveler could only hope to prevent the same from happening to Madoka. Luckily for her, Kuchiki-san proved to have a good head on her shoulders. Her 'cousin' jumped forward, plastering a very fake expression of excitement on it.

"Can I come too?" she gushed, "Homura never lets me come along!"

Mami blinked, "Um...certainly, if you want. I had assumed you didn't want to be a Magical Girl."

"How can I know if I don't know what it's like, right Homura?" Kuchiki-san sent the taller girl an even _more_ fake glare. The wink that Mami missed rather ruined the effect.

 _This does not surprise me. Thank you though...Kuchiki-san._

"If you want to, it is your choice," Homura flipped her hair, "Rukia."

"Yes!"

The blonde looked quite amused at the byplay, her hostility fading even further. The plan was working so far then...now to keep it up. Homura knew that was why Kuchiki-san was doing what she was. The goal was clearly to keep an eye on the other girls, and make it clear to them how dangerous it was. Not to mention, it soothed Homura's nerves somewhat. Kuchiki-san was fully capable of protecting Madoka if Mami was killed.

And, as she patted her skirt pocket, the shinigami reminded the time-traveler that she would be in contact with her special phone...Urahara had made it specifically to punch through Witch barriers.

 _I can only hope this works..._

* * *

 **Mitakihara General Hospital, Three days later**

* * *

 _There is a Witch here. Sayaka Miki was caught in the barrier, after calling to let me know. I'm going in after her, while Madoka went for Tomoe. Hurry if you want to help._

Not bothering to move calmly, Homura sprinted across rooftops towards the Hospital. She knew exactly which Witch this was. Charlotte...the Dessert Witch. The one that most often killed Mami Tomoe, if something was not done to help her. She had to get there before the blonde, or at least with her. If Mami was killed by that Witch, it would be entirely up to Kuchiki-san to keep Madoka safe. And no matter how powerful the shinigami may have been, this Witch was not like the others. It was far more dangerous than the average one...and the last thing that Homura could do was rely on Kuchiki-san. She had to get there and protect Madoka herself...or she couldn't live with herself.

As such, she wouldn't have cared if someone saw her jump from a rooftop to where her violet Soul Gem was pointing. None could see her, but again, it wouldn't have mattered if they did. All she cared about right now was saving Madoka from that Witch. And for that, she had to move quickly. Because the sight of bags sitting carefully leaned against a wall told her all she needed to know. The Labyrinth was open, and Mami had already entered it.

"Now of all times..." Homura muttered, slashing her hand through the air.

The entrance to the Labyrinth opened in front of her. A circle of darkness, that expanded into a door marked with a cartoon image of Charlotte. This Witch was easily the most childish...but that just made it all the easier to underestimate her. Homura had seen Mami make that mistake too many times.

"I hate this Witch."

Carefully striding into the maze that was a Witch's Labyrinth, Homura could clearly tell that Mami had already entered herself. There were bullet marks along the sweet walls. Pieces of overly sweet cake and cookies littered the ground, along with several of her rifles. Picking one of the guns up, Homura placed it in her shield. She had never bothered before, but Urahara might be interested in Mami's weaponry so it might be worth taking one. In any case, her hand came out of the sleeve, with an Uzi clenched tightly.

Because even though Mami was notorious for killing everything in sight insofar as Familiars went, she couldn't get everything. The little balls that were Charlotte's came out of the holes in the walls, charging at the dark-haired girl, laughing all the way.

 _I have to hurry. Mami will not hesitate to attack Charlotte without examining her weaknesses first. If I do not get there quickly, it will be too late!_

* * *

 **Madoka Kaname, Charlotte's Labyrinth**

* * *

"Mami-san, are you sure this is the right way?" Madoka asked softly, holding the older girl's hand tightly.

"Yes, I'm sure of it," Mami-san smiled comfortingly, the expression eliciting a small blush from the shorter girl, "My Soul Gem is getting brighter the further we go, see? And Miki-san is still relaying information through Kyubey."

"Okay..."

The blonde looked over her shoulder, "You're scared, aren't you Kaname-san?"

"No, it's not that!" Madoka was quick to deny that...even if it _was_ what she felt like. She was useless here, just tagging along with Mami-san and unable to fight...

"Hmm," her new friend just smiled again, "So you say. It's okay to be scared you know, I was terrified when I started being a Magical Girl. You want to know a secret actually?"

"A secret?"

Mami-san's smile widened, "I'm still terrified every time I do this."

"Really?"

It was understandable that there was disbelief in Madoka's voice. Mami-san was brave, cool, strong...everything she wasn't. It was impossible to believe she could be scared of well, anything really! She always fought so hard on these hunts, never showing any hesitation. There was always a smile on Mami-san's face when she fought, as she shot guns and used them as clubs so elegantly that Madoka thought it looked like a dance. How could such a cool and awesome girl possibly be scared? Madoka was terrified of the Witches and their Labyrinths because she didn't believe she was cut out for fighting like this...she was average and not special. A girl like her didn't belong next to Mami-san.

But she still went along anyway. Madoka wanted to do this...she wanted to get stronger. If that meant being scared to death, then she'd do it.

"Of course," Mami-san continued, as the pair hid behind a massive cookie to avoid drawing attention, "if I said I wasn't scared I'd be lying. It's good to be scared of the Witches."

"But...you're always so cool and calm and..." Madoka tried to protest.

Mami-san just held a hand up, "I'm really not. I may act all calm and cool, but inside...I'm just as scared as anyone. Fighting Witches...is not easy. You never have time to spend with anyone else, all you can do is fight. And if I wasn't scared, I'd be cocky and get myself killed. This job...is not easy or fun. If you commit to it, you commit knowing that you'll never have time to do anything else. Everything comes down to fighting."

There was a pain in Mami-san's voice that made Madoka want to run forward and hug her friend. The pain in her voice...it reminded her of Homura-chan. Her new friends...both of them were hurt and didn't show it unless directly asked. And both of them just...needed a hug. Madoka couldn't do much more than that for her friends, since she couldn't fight herself. But if that was all she could do, she would do it with a smile on her face. Helping her friends any way she could was important to her. Sayaka-chan was the same way! And Madoka was sure that Rukia-chan and Homura-chan would agree with her.

Plus, if she could become a Magical Girl she could do more than even that!

"You're not alone anymore though," Madoka clutched her friend's hand tighter, "I'm here now. Sayaka-chan and Rukia-chan are here too! I know you two don't really get along, but Homura-chan would help if you asked her."

"She's more of a loner than anyone I've seen before," Mami-san wiped a tear, "But you have no idea how much you saying that means to me Kaname-san. Do you have a wish yet?"

"Umm...no," the pinkette scratched her head nervously, "It's...kinda hard to choose. There are so many things I could wish for!"

"I understand," her voice dropped slightly, "It isn't easy to make such a big choice! Well, take as much time as you need. For now, let's go save your friends, shall we?"

"Yeah!"

The girls started moving forward again, Madoka trailing behind slightly as Mami-san shot through more Familiars. She was still scared...but it wasn't quite as bad now. She had a girl who was willing to do anything to help her, and wasn't afraid to admit she was scared too. Oddly, that made Madoka feel better about herself. If even Mami-san was scared, then there was nothing wrong with being terrified herself. With that thought in mind, the pinkette railed behind her friend as they reached one last door, opening up into a dark room. The massive sweets that had littered the rest of the Labyrinth remained in place, though now there were high-tables scattered throughout the room.

A familiar flash of blue popped into view, waving frantically.

 _Sayaka-chan! Rukia-chan! They're both okay!_

"Took you two long enough," Sayaka grinned, "I was getting worried!"

"Sorry we're late," Mami-san smiled back, "Are you two okay?"

"Yeah, we're fine," the bluenette waved it off.

Rukia-chan was quiet, anxiously looking into the distance. Madoka followed her eyes, and saw a pink doll sitting silently atop one of the massive chairs. Her first instinct would be to call the doll adorable...because it was. With its pink 'ears' and the smile on its face. She wouldn't mind having a plush like it in her room honestly. Not that she didn't already have a lot of those to begin with...but even Madoka knew better than to judge it on how it looked. Otherwise Rukia-chan wouldn't look like she was scared by it. If her friend was scared then...

"Is that the Witch?" Madoka asked worriedly.

A nod answered her, "Yes, it is."

Mami-san nodded herself, "Okay, you three stay here with Kyubey. I'll handle this real quick!"

There was a confidence in Mami-san's voice that made Madoka feel much better. Her friend was a veteran Magical Girl...she could handle the Witch easily! It would just be a few minutes and then they could leave safely...Mami-san had taken down bigger Witches quicker than that. She would have quite the story for Homura-chan when they left, that was for sure! Madoka watched her new friend sprint towards the Witch, a rifle in hand as the stuffed animal made no moves to show it noticed her. Holding her breath, the pinkette reached for Sayaka-chan's hand. Clutching her best friend's hand tightly, she watched as Mami-san reached the Witch.

Aiming her rifle up, the blonde fired directly through the bottom of the chair, into the Witch. There was a squeak, as the pink ball of fluff fell from its chair, landing at Mami-san's feet. Holding another rifle at its head, Mami-san smiled at her 'trainees'.

"I told you it wouldn't take long."

But as she fired her rifle, Mami-san was thrown back. Madoka clenched Sayaka-chan's hand tightly, as a massive caterpillar flew up from where the doll had been sitting. In any other circumstances, the almost clown-like face grinning down on the Magical Girl might have been cute. Right now though, Madoka felt cold terror rushing down her spine. The razor-sharp teeth looked like they wanted to eat Mami-san.

"Damn it," Rukia-chan muttered, getting to her feet, "Get out of there you fool!"

The sudden change from cheerful to a voice as serious as Homura-chan was enough to snap Madoka out of her fear. She knew the two were cousins, but this was the first time she had seen a real similarity in voice...

"On it!" Mami-san was shocked into moving herself, barely dodging the Witch as it came down with its mouth open wide.

It was a sign of how skilled the blonde was, that once she recovered from the shock she was already tying ribbons around the Witch and firing rifles into its side. But Madoka didn't stop clutching Sayaka-chan's hand, because none of Mami-san's shots seemed to do anything. And the Witch broke free from the ribbons faster than she could place them. Was this what a dangerous one was like? So powerful that even Mami-san couldn't beat it? The Witch bit down on a table where the blonde had taken shelter, engulfing the entire thing in one giant bite. The Magical Girl barely managed to avoid getting eaten herself, jumping to another table and attempting to set up her final attack.

"Tiro..."

"Look out!"

Mami-san fell to the ground, the Witch crashing through the 'leg' of the table. Madoka shut her eyes, as the Witch moved down towards her, mouth open wide.

 _No...no...no...no..._

But instead of the sound of crunching bones, there was the sound of the Witch screeching in pain and Sayaka gasping in shock. Madoka hesitantly opened a pink eye, before both went wide. Rukia-chan was standing protectively above Mami-san, a beautiful white sword in her hands. Her school uniform had been replaced by a black robe, with a small badge on her arm and white gloves covering her hands. But...but...she had said she wasn't a Magical Girl! So had Homura-chan!

"Rukia! You're a..." Sayaka gaped, forgetting for the moment that they were in front of a Witch that was beating Mami-san.

"Later!" Rukia-chan didn't forget that, looking up at the Witch, "Where are you Homura..."

Confusion flashed across the massive face of the Witch, now with a wide cut across its 'nose'. Confusion replaced by anger, as it forgot about Mami-san and started chasing after Rukia-chan instead. Madoka blinked in shock when she saw how fast her new friend was though...she dodged each and every lunge by the Witch, without even looking tired. Every time the Witch came close, the dark-haired girl would duck or spin and avoid it, sometimes cutting into it. But all that seemed to be doing was make it more and more angry, as the monster tried to eat Rukia-chan. Madoka was still in awe of her friend, but she didn't know how long she could keep dodging.

Even Mami-san couldn't do it forever...could Rukia-chan do better than a veteran like her? Luckily for her, she didn't need an answer to that question. Because as Rukia-chan jumped away once more, an explosion roared through the area. The Witch fell to the side, stunned as smoke flew away from it. A familiar white dress appeared next to the short girl, the wearer of the dress staring at the monster.

"Homura-chan!" Madoka cheered, smile spreading across her face. With three Magical Girls surely they could handle the Witch!

"Madoka," the taller girl turned around, "Please, stay over there. Ku...Rukia...we must finish this."

"I got it," Rukia-chan nodded fiercely, holding her sword in front of her.

Both girls jumped at the Witch, which was still laying in a pool on the ground. Rukia-chan stabbed her sword downward, cutting into the head of the Witch. Homura-chan fired some sort of gun- Madoka wasn't familiar with weaponry... -into the cut, making the Witch scream in pain. A scream that was soon cut off, as another explosion blew the head off the Witch. Madoka winced and covered her eyes, but she couldn't get that image out of her head.

At least it wasn't Mami-san being eaten...

Forcing her eyes open, Madoka ran up to her friends as a Grief Seed fell into Homura-chan's hands, the Labyrinth fading away around them. She didn't stop until she was pulling the taller girl's hand into her own, squeezing tightly. She had never been so scared in her life...even if Homura-chan didn't get hurt, she wanted to make sure her friend was okay. The Magical Girl blinked slowly, a small flush coming to her cheeks. Madoka just grinned up at her, happy to see that she was okay. Beside her, she knew Sayaka-chan was doing the same with Rukia-chan. They were so happy that their friends were okay...wait...

 _Mami-san!_

Letting go of Homura-chan's hand, missing a flash of regret cross her friend's face, Madoka moved past her to where Mami-san lay on the ground. Dropping to her knees next to the older girl, the pinkette shook her shoulder.

"Mami-san?! Are you okay?"

A groan answered her, as the blonde's eyes opened slowly, "Wha...is the Witch dead?"

"Yeah...Homura-chan and Rukia-chan got it," Madoka wiped a stray tear away.

Nodding, the blonde sat up, holding her head, "It's a good thing she...wait, Kuchiki-san?"

"Heh...I _may_ have lied," the dark-haired girl walked into view, her school uniform back in place.

Amusement crossed Mami-san's face, "Well, I should be angry. But at least you helped instead of hiding more."

"I am interested in why you hid this," Kyubey broke in, red eyes staring unblinkingly at the cousins, "I want some answers."

Madoka could see hostility, and tilted her head in confusion...what was going on? She had no idea of the problems between the two...and perhaps, that was a good thing...

After all, she hated seeing friends fight each other. And Kyubey was nice enough, so she didn't want to see him fight the others. And Homura-chan was nice too...Rukia-chan was like Sayaka-chan. So Madoka couldn't understand why they would have to be angry at each other. She could only hope that it didn't go badly. Maybe they could just talk it out over dinner? Mami-san had said she wanted to do a party after they finished this Witch. That would be the perfect time to talk about things!

* * *

 **AN: No chomp-chomp here. Didn't see a way that would happen with Rukia hanging around to keep an eye on things.**

 **Which on that note, she's going to have a fun time explaining herself. Also, I didn't cover the whole 'Mami telling them what Magical Girls are' discussion, since it would have gone the same as canon. No need to rewrite stuff that isn't changing, since that's just word padding really. Now, reviews.**

 **Reviews:**

 **Krazyfanfiction1, Guest1, Guest2:** Thanks for the reviews!

 **IchiFell** : No chomp-chomp here.

 **Accursius:** Funny story...I checked the Madoka wiki for heights before writing this. Even _Madoka_ , the shortest of the bunch on that side of the crossover, is at minimum three or so inches taller than Rukia. Pinkette is 4'11" (or 150cm for those who use Metric) at the minimum. Her 'revised' height according to the wiki is five feet tall. Rukia, by contrast, is 4'8" or so while Homura is above five feet. So...she's kinda just short in general.

Rukia might have pulled a Chappy joke, if it weren't for the fact she knows what Kyubey is really up to.

 **northernlion196:** That's why I find Kyubey hard to write. There are plenty of valid ways to look at his character...mine is just as valid as any, but I do keep in mind alternate views.

Oriko...no, not in here. The problem with her is rather simple...Homura treats any _direct_ threat to Madoka harshly. Oriko actually _killed her_ at one point. I can easily see one of her first tasks on a reset being killing Oriko before she can become a threat. Even if its a timeline where she wouldn't.

Well, that and I haven't read Oriko Magica...

 **SilverstormXD:** I'm not planning on adding any characters (or expys of characters) that aren't going to show up anyway- Kyoko clearly will pop up though. Beyond that though, I prefer to keep the cast the size it is in all honesty. I've still got that Soul Gem to use as well, and Ichigo too at some point.

 **gatesofhellkeeper:** Rukia might have done that, if not for them trying to get Mami on their side, in addition to getting the trust of the other two girls. Attacking Kyubey will just make that all the harder.

 **AN: Eight this time. Thanks for reviewing everyone! I hope we can keep this up.**


	7. Questions

**AN: Continuing to move along we are. I hope everyone enjoys the chapter!  
**

* * *

 **Mami Tomoe's Apartment**

* * *

"Alright, spill. Are you a Magical Girl too Rukia? And why didn't you tell us?!"

"Umm...you see..."

"Don't lie again, please...Rukia-chan."

Homura Akemi was not particularly surprised when Rukia Kuchiki melted under that gaze. Madoka's puppy eyes could break anyone, up to and including herself. Though to be entirely fair, she was unusually vulnerable to them herself...as she was to anything involving the pinkette. Leaving her feelings towards Madoka aside for the moment though, this was a problematic situation. While Kuchiki-san _might_ have been able to lie her way out of the situation with Sayaka Miki or Mami Tomoe, she wasn't going to be able to with the pink-haired girl. Homura knew that from long experience...if she wanted to know something, she got it. The Incubator being here, watching both 'cousins' with his normal expression didn't help matters. That monster would dissect every word they spoke, so she and her 'cousin' had to be _extremely_ careful in what they said. The wrong word at the wrong time...and it was all over, at least for this timeline.

And despite how uncomfortable it made her at times, Homura happened to _like_ this timeline. Sure, things were awkward with the other girls. But it felt surprisingly nice to be part of the group again. Sure, she didn't trust or enjoy Mami's company like in the past, but Kuchiki-san made up for that. And perhaps it was the shinigami's influence, but even Sayaka was far more tolerable and kinder than usual. It was...odd. Nice, but decidedly odd. Back on the current subject however...her 'cousin' was shifting uncomfortably in her chair. Understandably so, because clearly she was _not_ a Magical Girl.

 _How are you going to explain this, Kuchiki-san?_

"I'm not actually a Magical Girl," the shorter girl finally said.

"Wha...huh...bu..." Sayaka blinked rapidly, before gaping openly, "But you transformed! And fought the Witch! Can't only Magical Girls do that? Right Mami?"

The blonde looked up from her tea, "Um...so far as I know, yes."

It was clear to Homura that her former friend was very deep in thought. Likely kicking herself for almost dying, in addition to being curious about Kuchiki-san.

"Then you have to be one Rukia!" the bluenette turned back, her voice taking on a slightly accusatory tone.

"But I'm not," Kuchiki-san countered, before holding her hand up, "Do you see a Soul Gem?"

 _She noticed. I am not surprised, Kuchiki-san is more intelligent than she appears,_ Homura had expected the other girl to figure out the ring eventually, _still, I will have to be more careful. I do not want to risk her taking mine._

No matter how close the two were getting, Homura would likely never _fully_ trust another soul beyond Madoka.

"...no," Sayaka replied confusedly, "Where're you hiding it?"

"I'm not hiding one!"

"You transformed though," Madoka sounded even more confused, "how did you do that if you aren't a Magical Girl, Rukia-chan?"

Kuchiki-san held a hand to her face, taking a deep breath, "Why is it so hard to believe I'm not a Magical Girl?"

If she had desired to do so, Homura could have held her hand up and counted down from five. Because she knew _exactly_ where that statement was going to go. It wouldn't be Sayaka or Madoka who took issue with that. It wouldn't even be Mami, who as a veteran would have reason to dispute the point. No, the only one in this room who would have real _cause_ to take issue with this statement was the innocent looking ball of fluff that had been oddly silent to this point.

"Because it should not be possible that you are not," the Incubator finally spoke, "only Magical Girls are capable of such a transformation or fighting Witches. And yet...I do not sense a Soul Gem."

Those creepy red eyes turned to where both the shinigami and Homura were in their line of sight. For her part, the latter of the two didn't bother hiding her distaste for the monster staring at her. Her face may not have changed from its stoic expression, but if one looked at her dull violet eyes they would see a lingering rage behind them. After all, there was nothing in this world, this time, or any other...that she hated as much as the Incubator. That monster had ruined her life, Madoka's life, and who knew how many others over the course of human history. And right now, Homura worried that Kuchiki-san might have just ruined her own people.

If the shinigami had avoided the Incubator's attention to this point, they would not be able to for much longer. Even if she could avoid telling the monster exactly _what_ her people where, they would still draw interest.

"In fact" Kyubey continued, "only Magical Girls and Witches should have any such power at all. There was once a third, but they vanished. What exactly _are_ you, Rukia Kuchiki?"

 _A third?_ Homura wondered, before the proverbial light-bulb went off over her head, _Ah. The Quincy, it must be. The Incubators were aware of the Quincy, but not the shinigami?_

"I see no reason to tell you that," unlike her 'cousin', Kuchiki-san didn't hide her disgust, "but you are right that I'm not a Magical Girl. My abilities are far different. Correct, Homura?"

"Yes," unhappy with being put on the spot or not, the time-traveler was an expert at improvisation, "it is why we do not spread her power around. I am aware more than anyone how different it is from my own."

"It is unique as far as we know," the shinigami continued, clearly improvising as well.

Confusion was written clearly on the faces of the other girls in the room. The Incubator's expression remained stubbornly the same, but the slight change in body language made it more than clear what he was thinking. Likely how to use Kuchiki-san's abilities to his own advantage. And clearly unbelieving of the 'unique' excuse.

Sayaka was the first to recover, "So you're not a Magical Girl, but you have powers like them? That's so awesome! Wait, does that mean it would be possible for other people to do it?!"

"Technically, yes," Homura answered. Kuchiki-san sent her a questioning look, but the time-traveler just nodded in response. While it was a risk to admit that normal souls could gain powers of their own, the Magical Girl was _far_ more interested in one simple fact. If Sayaka Miki believed that it was possible to gain powers like Kuchiki-san's _without_ contracting, that belief would also go to Madoka.

Considering Homura's entire reason for living was to protect Madoka, that was more than enough reason for her to say what she had.

"That's..." the pinkette looked wide-eyed.

"Awesome!" her friend bore an excited look by contrast.

While it seemed like plan 'distract them with other powers' seemed to be working, Mami Tomoe once more threw a wet blanket on it. The blonde brought her head up again, a hard look on it as she stared at Kuchiki-san. Who just looked right back, confused as to the meaning of her hostility.

"If you had these powers, why did you lie about coming along to see what being a Magical Girl is like?" Mami asked, "And more importantly...why don't you hunt Witches yourself?"

"I..." Kuchiki-san blinked, before her mind caught up with her, "I can't sense a Labyrinth myself. So I can't find a Witch, I can only fight when I stumble across one."

That wasn't even technically a lie. Kuchiki-san really _couldn't_ sense a Labyrinth, not unless she was inside it. The prevailing theory, according to Urahara, was that Witches had developed a way of hiding from shinigami, to avoid being hunted by them. With the fact that Witches _were_ Magical Girls, it explained how a Soul Gem could track them when a shinigami could not. The Soul Gem would resonate with the residual Magical Girl magic, and that could be used to track the Witch. By contrast, a shinigami couldn't sense the unique power signature of the monsters without being right next to them. Which was clearly a problem.

"That is why I don't take...Rukia...with me on hunts," Homura 'explained', "She is strong, but it requires me to find the Witch myself."

Sayaka looked a bit put-out by that, "Ahh...so if we got powers like her we couldn't fight Witches? What would be the point then? I want to be a Magical Girl so I can _help_ people!"

Madoka nodded, "Sayaka-chan is right...no offense Rukia-chan. But we want to help people."

"Exactly!"

"It would be more dangerous to be a Magical Girl," the time-traveler tried to salvage the situation.

"I would argue it is more dangerous to have powers like Kuchiki-san," Mami countered, "If you can't sense the Witch until you are already inside the Labyrinth, then you won't be prepared to fight it. They've both seen what not being prepared can do."

Everyone but Homura and the Incubator winced at that statement. It was very true that Mami had gone against Charlotte without being prepared. Homura had seen it happen _many_ times, almost always in the exact same manner. The veteran Magical Girl was cocky, even if she would never admit to that fact. It lead to overconfidence, that got her killed against a Witch that truly was unlike almost all the others. Maybe her near-death in this timeline had cured Mami Tomoe of that weakness. Maybe not. It hardly mattered to Homura, when she saw what the other girl was trying to do.

She was _still_ trying to sway the younger girls to become Magical Girls.

"Indeed," it was not a surprise that Kyubey would do the same, "attempting to fight a Witch without Magical Girl powers is dangerous. Very dangerous in fact, and I would not recommend it."

As it said that, the Incubator turned to look directly at Madoka and Sayaka, the grin not once leaving his face.

"In addition, if you become Magical Girls, you have the wish!"

That statement was the main problem. No matter how Homura wished they could distract the other girls with Kuchiki-san's powers- knowing as she did that neither Madoka nor Sayaka could develop their own standard spiritual powers -there was that _one_ problem. Kyubey could grant any wish the two could ask. They had no way of knowing they would be cursed in return, and with that...they could be tempted. Anyone, even kind and selfless Madoka, would be tempted by the idea of having any one wish of theirs granted. And nothing that Homura or Kuchiki-san could say would counter that.

It was this reason that they were working so hard to make being a Magical Girl look like it wasn't worth it. If the only way to convince Madoka- and Sayaka, as Kuchiki-san was prone to point out -to not contract was to emphasize how much danger being a Magical Girl truly was...then that was the way to do it.

"Yeaaahhh..." Sayaka looked at the others, "I think that's the better deal. If I could think of something to wish for anyway. There are so many things I could choose!"

"I haven't got any idea what I want," Madoka agreed, blushing slightly, "What did you wish for Homura-chan?"

To say that the dark-haired girl suddenly resembled a deer in the headlights would be an understatement. Though it was not as noticeable as it might once have been, her breathing picked up and her chest contracted. The feeling was not unlike her heart condition, but she knew better. Homura felt the pain of loss...loss that she had never been able to truly get over. To tell _Madoka_ what her wish was...that she could protect her, no matter how many tries it took, was something she just wasn't ready to do in the slightest. Homura had no desire to tell her dear friend that, not until she had saved her. Then, and only then, would she tell Madoka...tell her everything. From her feelings, to the struggles she had gone through.

For now...

"I am not comfortable answering that," was all she could say, even if it felt like a stab in her heart when Madoka's face fell.

"Sorry...I mean, that was a very personal...I shouldn't have asked you that Homura-chan..."

"No, it's okay," she just couldn't let Madoka look sad, "I will tell you...someday."

Perhaps realizing the awkwardness, Sayaka broke back in, "Hey Mami, what about you?"

While it felt exceedingly odd to her, Homura sent the bluenette the best 'thankful' look she was capable of. Sayaka just winked back, before focusing back on the blonde talking. For her part, the time-traveler returned her own attention to the Incubator...and wondering just what was going on behind that grinning facade...

* * *

 **Mami Tomoe, Mitakihara Streets**

* * *

 _I almost was killed. I know the dangers of this all too well, but if I had died and Kuchiki-san wasn't there...Miki-san would have died too. I put her in danger, because I was too cocky. I..._

Mami shook her head, trying to force the depressing thoughts from her mind. She may never show it in front of her 'trainees' but the blonde had been heavily, _heavily_ shaken by what had happened in that Labyrinth. She had come _that_ close to dying, and there was nothing she could have done to stop it. Not just once, but _twice_ in the same fight. If Kuchiki-san hadn't been there, the Magical Girl undoubtedly _would_ be dead right now. It wouldn't be the first time she had come close to death...she knew that very well. But it _would_ be the first time she had placed someone else in danger at the same time.

And that shook her badly. The idea that Miki-san would have died as well made Mami break out in a cold sweat. The last thing she ever wanted was to see others in danger, and know there was nothing she could do to save them. After her parents...she _hated_ the idea of someone dying because of her. She hated it with every fiber in her body.

"Are you okay Mami-san?"

"Huh? Oh, I'm okay Kaname-san."

This time it was Madoka Kaname with the blonde, instead of Sayaka Miki. After the scare they had been through, it had been decided that only one of the girls would ever be with her at once and Kuchiki-san was always on call if needed. Even so, Mami had been half-convinced that Akemi-san was going to burn her alive with the glare she had received at suggesting it was Kaname-san's turn.

 _She is quite close to Kaname-san,_ the blonde mused, _I wonder how that has happened..._

"Are you sure you're okay?" the pinkette in question continued, a worried tone to her voice and an equally worried look in her pink eyes.

"I'm fine, really," Mami replied, managing a weak smile.

"Okay..."

Clearly, Kaname-san didn't quite believe her. Of course, Mami didn't believe herself either. The recent events had left her more than a little shaken, and there wasn't much real point in denying that fact.

"How do you know if a Witch is nearby?" Kaname-san asked, trying to move to a 'lighter' subject.

Mami appreciated that, as she smiled at the other girl, "With my Soul Gem. See, it's glowing slightly."

And indeed, the golden gem in her hand was glowing slightly more than usual. It wasn't much, the trail of this particular Witch being old. But it was noticeable enough.

"Oh!"

"The brighter the color, the closer we are to a Witch," the blonde continued, walking down the path the two had found themselves on, "Or a Familiar. Though it is much more rare to find one without the Witch itself."

"They can be without the Witch?"

Kaname-san's voice had a slight note of fear to it, and Mami found it very hard to blame the girl for that. Familiars were, in some ways, more dangerous than Witches to normal humans. Unpredictable at best, and in greater numbers than the Witches they served.

Still though, "Yes, they can. It's rare though, so I wouldn't worry Kaname-san. I make it a point to hunt Familiars before they can hurt anyone."

Her determination to do would seem odd to most Magical Girls. The vast majority would let Familiars go...let them hunt and become Witches, allowing for an 'easy' source of Grief Seeds. She knew that Sakura-san was one of those Girls now, however much it hurt to think about that. And then there were even more unscrupulous ones who would actively work to 'fatten up' the Familiars, without bothering to deal with the Witch itself. Those Magical Girls were the worst, and ones that sometimes had Mami questioning what she was fighting for.

Looking at Kaname-san's face reminded her of what she was fighting for however. A world where everyone was safe from Witches, and never had to experience the fear of being attacked. That was what Mami truly wanted, and what she would always fight for, no matter what.

"You're so nice Mami-san," the younger girl smiled, "You always protect everyone, don't you?"

"I try," the blonde answered, her own face holding a weak smile.

No matter what she was fighting for, Mami didn't really feel that she deserved the admiration she got from Kaname-san and Miki-san.

 _I'm weak. I put on a strong front for everyone, but I know I'm not really that strong._

The need to keep that strong front up kept her going, even as her Soul Gem began to fade instead of increase in light. Clearly, the trail here was too old to reliably follow. That was unfortunate, but it did happen on occasion. Even so, there was a part of the girl who was happy. At least this meant that she wouldn't have to worry about Kaname-san.

"I've lost the trail," she turned to her 'trainee'.

"Oh...can you find it again?" Kaname-san asked back.

Mami shook her head, "Most likely not. At least not while we're out here. We do still have school Kaname-san."

The bite to her words didn't have much effect when Mami winked at the younger girl. Who just smiled back, nervously rubbing her neck.

"Heh...I forgot about that."

"Even as a Magical Girl, it's not good to forget about your schooling Kaname-san!" Mami gently chided her.

"I know..."

Smiling at the girl once more, Mami watched as she waved goodbye and headed back to her home. Watching her go, the blonde felt the familiar dull ache in her chest returning. Being around her juniors made the pain go away, but it never truly healed. Sighing softly, Mami moved to return to her own apartment. She had to follow her own advice after all...staying out hunting for a Witch or Familiar wouldn't help her school career any. And she had to set a good example after all!

 _-0-0-0-0-0-0-0-0-0-_

Upon arriving at her apartment, however, the girl came upon a familiar face. Kyubey was sitting on her couch, unblinking eyes watching her curiously. Or at least she assumed it was curiosity. It was hard to tell with him, to be honest.

"You've returned Mami Tomoe," Kyubey said.

"Yes," Mami nodded at her oldest friend, "I couldn't find the Witch easily, so I had to return. Did you need something Kyubey?"

"I wished to discuss what happened earlier."

Mami froze, turning her head to look at those red eyes. She had been thinking hard about that as well, but she wasn't sure if talking about it was right. Kuchiki-san had every right to hide her abilities, especially considering how most Magical Girls would react to them. That being said, Mami couldn't shake the feeling that something was _off_ about her explanation. It hadn't helped that Akemi-san was acting just as reluctant to answer anything. It made her curious and a bit worried. All her knowledge of magic said only Magical Girls could do it.

The idea that someone else could had turned her entire worldview upside down in the course of one day. It wouldn't be human for her not to be worried or confused by that.

"What do you mean Kyubey?" Mami asked, sitting down so that she could face her friend easier.

"I'm sure you noticed as well as I did Mami," only with her would Kyubey use such an informal method of addressing someone, "those two girls are not telling the truth. Or, at least not the entire truth."

"...I did," the blonde replied, "But I don't want to push them. Everyone has their own secrets. Akemi-san or Kuchiki-san could have left me to die. I'm sure they don't mean any harm to anyone."

"Perhaps, but I am curious exactly what power that Rukia Kuchiki possesses. You are as well, correct?"

It would be a lie to say she wasn't. Kuchiki-san's abilities really weren't like any Magical Girl she knew of. Mami was familiar with those who used swords or similar weapons- _Sakura-san..._ -so that wasn't odd in of itself. The use of a sword that could freeze what it cuts and her immense speed, according to Miki-san, was different though. Generally, a Magical Girl only had one or two abilities. Mami had her ribbons, and used them to form her weapons...meaning she technically had the one power. Sakura-san _had_ the ability to form illusions in addition to her immense skill with her spear. She may have lost the former, but the point remained.

As such, "I'm not sure what Kuchiki-san is capable of. Her powers are like nothing I've seen."

"That is not surprising. I have a theory, but without more information I can't be certain," Kyubey's expression didn't change, though his voice did sound slightly different, "nonetheless, if I am correct Rukia Kuchiki's powers are neither unique nor related to Magical Girls."

Mami blinked, "Not unique...?"

Kyubey tilted his head, "I did mention a third race before."

 _He did? I must have...missed that._

"Third race?"

"Indeed," the 'cat' hopped off the couch, stretching as he moved to sit next to Mami's legs, "Humanity, Magical Girls- though I will admit you are still human -and...a third."

It was odd that he didn't name the 'third'. Mami had never known Kyubey to keep anything from her before. But if he was, it had to be for a good reason. She did trust him with her life after all. It was hard not to when he had saved that life and always treated her well.

"Can you tell me anything about them?" that didn't mean she wouldn't try and figure it out. Something like this...if Kuchiki-san really was a member of this 'third race'...she had to know. To protect Mitakihara. To protect Kaname-san and Miki-san.

"I can't."

The blonde frowned, "But I need to know if Kuchiki-san really is..."

"As I said, it is just a theory," Kyubey cut her off, "If I can confirm my theory, you shall be the first to know Mami."

That was probably the best she could expect. Kyubey was quite stubborn when he wanted to be, even though the thought brought a smile to Mami's face.

"However. If I am correct, I must warn you. Rukia Kuchiki will be no friend of Magical Girls, despite her apparent relationship with Homura Akemi."

To say it was hard to think of Kuchiki-san as dangerous was an understatement. _Powerful_ yes. But dangerous? That seemed wrong on many different levels. The girl had seemed nothing but kind in the few times Mami had interacted with her. A bit hyperactive at times, but otherwise a normal Eighth Grader. And if she was truly not a friend, wouldn't she have left her to die in that Labyrinth? It would have been easy to let the Witch k...kill her, and get out with Kaname-san and Miki-san.

Not to mention Akemi-san. If Kuchiki-san were an enemy, wouldn't she be opposed to her cousin as well?

"Remember my warning Mami," Kyubey broke into her thoughts, "I will see you tomorrow."

With that said, the 'cat' left her room as quickly as it had entered, leaving Mami Tomoe with many conflicting thoughts and worries running through her head...

* * *

 **AN: And there we go!**

 **Not entirely satisfied here, but _that_ was bound to happen eventually. Mami especially...I find her difficult to write. Hopefully I did well enough there. I can only hope the readers still enjoy this chapter.**

 **On that note, clearly Kyubey knows more than he's letting on. I wonder just _how_ much he knows...**

 **Reviews:**

 **Guest, Krazyfanfiction1, gatesofhellkeeper:** Thanks for the reviews!

 **thefluffyone93:** Heh.

 **Accursius:** They- Rukia and Homura -managed to diffuse the situation for now. But as above...clearly Kyubey knows or at least suspects more than he's letting on.

 **northernlion196:** Oh that's very true...though she _did_ take it a bit too far. I just don't think that Homura is likely to let her live even if she isn't going to be a threat. Seems like something she would do. *shrug*

 **IchiFell:** That was one of the things I was worried about. Making sure that it didn't feel too much like a cop-out.

 **AN: Back to seven. Still a nice average though. Hope everyone enjoyed the chapter!**


	8. The Fall: Part I

**AN: Next chapter is up.  
**

* * *

 **Madoka Kaname, Mitakihara Streets  
**

* * *

Walking with Mami-san and Sayaka-chan down the streets towards the Mall, Madoka bore a wide grin on her face. Her older friend had been so distant ever since Rukia-chan had revealed her powers. It had been a bit sad actually, since she hated seeing her friends depressed, and Mami-san had looked so sad all the time. And she didn't seem to like the shorter girl anymore either...Madoka knew that she hadn't taken the dark-haired girl on any hunts lately. They had been so close before too...but now the blonde girl didn't even seem comfortable around her or Sayaka-chan now.

This was the first time the three of them had been together since that Witch in fact. It had confused Madoka to no end that Mami-san was so uncomfortable around them now. Not to mention so...tired...looking. She seemed exhausted all the time now, like the older girl was pushing herself too hard to do something. The thing was, Madoka didn't have any idea what that could _be_. Mami-san worked harder than anyone but maybe Homura-chan, keeping ahead in classes while also hunting Witches. But...

 _I'm worried about her,_ the pinkette thought, looking at Sayaka-chan who sent her a wary look back, _Mami-san is so strong! But she seems so tired all the time, and I don't know what I can do to help her..._

"Mami-san?" that didn't mean she wasn't going to _try_ though, "Is something wrong?"

"Hmm?" the blonde looked down, a weak smile crossing her face, "I'm fine Kaname-san. Didn't you just ask me that a few nights ago?"

There was a light teasing tone to the older girl's voice, bringing a light flush to Madoka's face. She was just worried that was all...

"Heh, I guess I did."

"Gotta admit though, you do look tired Mami," Sayaka-chan added.

"I am tired," Mami-san didn't deny the point, "Don't worry though, it's nothing I can't handle!"

Even so, the smile on the blonde's face was still weaker than it used to be. And Madoka was still really worried about that. It was just in her nature to worry about her friends.

"Why are you so tired though?" the bluenette continued, "I mean, I know you're hunting those Witches and all, but you never seemed tired before."

The smile faltered further at that question, "I can't answer that Miki-san. I've just been busy, that's all."

"How're we supposed to help if you won't tell us anything?" Sayaka-chan grumbled, crossing her arms stubbornly as the three girls stopped outside the entrance to the mall.

Madoka nodded, "Sayaka-chan has a point...we want to help you Mami-san!"

Instead of responding, Mami-san rubbed at her eyes, wiping lose tears away. Madoka felt a sinking feeling in her stomach at that sight. They made her cry! If there was anything that the pinkette disliked more than seeing her friends sad, it was making them sad herself. She knew she played peacekeeper more often than not when Homura-chan and Sayaka-chan got into an argument for good reason. It hurt _her_ to see her friends fight or look sad. And the knowledge that it was at least partially her fault that the older girl was crying _really hurt_.

Especially since she didn't know what to do to make it better. If Madoka could make Mami-san feel better, that would be one thing. But she just didn't know _how_ to do that. Not when the blonde wasn't saying what was hurting her so much.

"Thank you," Mami-san's voice cracked, "both of you. You don't know what it means to me to hear you say that. But what I'm doing I need to do alone. I'll be fine, don't worry about me."

After saying that, the blonde opened the door to the mall, looking at the bustling crowds with a small smile.

"Come on, let's just have some fun today. My treat!"

"Ooohhh..." Sayaka-chan's face split into a grin, worries forgotten, "What should we do first? Madoka?"

"Um," the pinkette blinked, even as a smile came back to her own face, "I don't know. I am a bit hungry though..."

"Lunch it is then," Mami-san nodded, leading the way into the mall.

Madoka followed along, feeling better with the situation. Even if Mami-san was tired and worried about something, she still acted every bit the good upperclassman. She appreciated that, she really did. The blonde always knew what to do to make things better for the younger girls. Even when she was feeling down herself, that still remained true. It was one of the things that Madoka loved about her older friend.

If only Homura-chan and Rukia-chan were here too...

 _Why can't they be with us too? I know that Homura-chan looks lonely all the time...and Rukia-chan is hurt by Mami-san not taking her with us anymore,_ Madoka sighed softly, _I miss them too. We don't see them that much outside of school anymore. Homura-chan especially, she seems even busier than Mami-san most of the time. I worry about her._

Her taller friend seemed to always have a sad look in her eyes, and worry lines on her face. No one else seemed to notice, but there was _something_ about Homura-chan that drew Madoka to her. She could see things on the other girl that anyone else would miss. And it really worried her, maybe even more than Mami-san did.

Even as she thought that though, Madoka's pink eyes widened in surprise. Because she saw the two girls in question walking around at the other side of the mall.

"Look," Madoka tugged on Mami-san's sleeve, "It's Homura-chan and Rukia-chan!"

"I...see."

Sayaka-chan stood on her tip-toes to look over the crowd, humming in thought, "Huh, it is them. Haven't seen those two around much lately, have we? Wonder what they're up to now?"

"Likely shopping," Mami-san replied, moving in the opposite direction, "Come on, I'm sure they're doing their own plans and I don't want to intrude."

"But..."

"Would that be 'intruding'?" the bluenette complained, "I mean, they're our friends aren't they? Even if Homura's a bit of a cold fish."

Madoka looked at her friend with a wide-eyed stare, "Sayaka-chan! Don't say that about Homura-chan!"

"Heh...sorry Madoka."

Though she seemed amused by the two younger girls, Mami-san still shook her head. This must be part of the fact she didn't like spending time with the cousins anymore. It was still odd though...the other girls were right there. Couldn't they at least talk to them? Apparently not, since Mami-san was still walking towards a restaurant that angled away from the others. Madoka looked between the blonde- and Sayaka-chan, who sent her an apologetic shrug -and the area where her other friends had went. The pinkette bit her lip, wishing she didn't have to choose between her friends like this.

But...

"Coming Mami-san."

She couldn't just leave her tired friend.

 _-0-0-0-0-0-0-0-0-0-_

"Hey, Madoka!"

"What is it Sayaka-chan?"

"I'm going to hit up the music store real quick. Can you watch my bag for me?"

"Of course! Good luck finding something for Kyouske-kun!"

Madoka smiled at her blue-haired friend, as the other girl blushed and moved away. She knew that Sayaka-chan was going to go to the music store eventually. She always did when they went to the mall together. It was just how she was, always looking for something for Kyouske-kun. Though going right after eating was a bit different for her. Must be really important this time then! As for herself, Madoka stayed with Mami-san, as the blonde read something in a notebook. That had the pinkette curious, but she didn't try to pry.

After all, her mama had drilled into her head that you didn't look at another girl's notebook without permission. That was incredibly rude.

"Who's this 'Kyouske-kun'?" the blonde finally asked curiously.

"He's an old friend of Sayaka-chan's," Madoka replied with a smile, "They've been friends even longer than we have. Me and Sayaka-chan, I mean."

"I knew what you meant," Mami giggled lightly, her old smile returning, "He likes music?"

"Yeah!" she nodded eagerly, glad to have something to talk about, "Kyouske-kun was an _amazing_ violinist. Sayaka-chan always said he was the best she had ever heard. But...he was in an accident awhile back. He's been recovering in the hospital ever since...Sayaka-chan visits all the time."

"Oh...I see. That's very kind of her, to take so much of her own free time to visit an old friend."

Madoka could only smile herself, proud of her friend, "Sayaka-chan may not act like it, but she's one of the nicest people I know. Kyouske-kun appreciates her visits, I'm sure."

"He probably does," Mami-san agreed.

The two lapsed back into silence after that, Madoka snacking on what was left of her french fries, while Mami-san continued to read in her journal. At least, until her head snapped up, a sharp look in her normally gentle golden eyes. Madoka blinked, and opened her mouth to ask if everything was okay...again. Because Mami-san normally didn't have such a sharp expression on her face. Before she could even form any words though, the blonde was putting a hand on her shoulder, pushing Madoka to her feet. The pinkette did so, confused expression decorating her own face.

"What's wrong?" she asked, worry tinging her voice.

"Kyubey just told me that a Witch was nearby. I can't reach him now though," Mami-san replied, worry in her own voice, "He was with Miki-san. If I can't reach either of them...they must already be in the Labyrinth."

"Sayaka-chan..." Madoka felt her worry skyrocket at the thought of her friend in a Labyrinth alone.

"Don't worry Kaname-san," Mami-san smiled at her, "I'll get both of them out okay. Can you do me a favor though?"

"Anything!"

The blonde nodded seriously, "Go find Akemi-san and Kuchiki-san. I...after the last Witch, I want to make sure there is someone there to help if I need it. Please, hurry."

"I'm on it!"

Mami-san sent her a grateful look, before setting off running. Madoka did the same, worry for Sayaka-chan warring with happiness that Mami-san could still ask the cousins for help.

 _Don't worry Mami-san...I'll find Homura-chan and Rukia-chan! We'll all come help you!_

* * *

 **Mitakihara Mall**

* * *

"Why have you brought me here, Kuchiki-san?"

"Well...I heard they had a new Chappy store opening up today."

"...Chappy?" Homura blinked, not quite sure what her 'cousin' was talking about.

"Only the best thing ever created by human hands," Kuchiki-san seemed eager. It was strange.

"Okay..."

For her part, the time-traveler could only walk behind the shorter girl, feeling like this was a waste of time. If not for the fact that she knew exactly where Madoka was- with Mami, as usual though in this case it was in a different portion of the mall -she would not even be here. But if they were going to pass off as 'cousins' they had to spend _time_ together, or questions would be asked that would be difficult to answer. Even with that though, it was likely that Homura would not have bothered. She preferred being near Madoka at all times, to keep an eye on her friend and ensure she was safe. Even being this far from her worried the teenager far more than she would like to admit.

But...the real reason was simple. Mami had said that Kuchiki-san could not spend time with the others outside of Witch hunts. It was clear she did not trust either of the 'cousins'. The feeling was mutual on Homura's end, but she could tell it hurt Kuchiki-san somewhat. As she was friends with Sayaka, this wasn't surprising. That being said, it was far more likely that the mistrust was influenced by Kyubey in any case.

"This is Chappy."

Forcing her attention back to the shorter girl next to her, Homura blinked slowly at what she was excitedly pointing at.

"A rabbit?"

Of all the things...

"Yes," Kuchiki-san _chirped_ , "Chappy is the best. Ichigo always makes fun of me when I find something, so it's nice not having him around for once."

"I..." really, how was she _supposed_ to react to this?

Luckily for her, the shinigami seemed to be totally engrossed in her stuffed rabbit addiction. Because honestly, Homura didn't know what to say about it. All she saw was a stuffed rabbit...Madoka would probably like it. But she herself? Even before...all of this...the Magical Girl hadn't been one for plushes. That hadn't changed, to say the least.

It did make part of her tempted to split off and find Madoka however.

"Still, at least Ichigo would buy me Chappies, when I asked," it sounded almost like she was talking to herself now, "I do miss that. We haven't gone out recently, so it's been a bit since I got a new one."

"You are paid, correct?" Homura asked.

"Of course," Kuchiki-san nodded, "I'm a Lieutenant...I have a decent salary. But the money doesn't convert to the World of the Living. So I..."

"Rukia-chan! Homura-chan!" a frantic shout interrupted the Lieutenant.

And as only one person had that voice and would say those honorifics...

"Madoka?" the time-traveler turned around, looking at her dear friend as the shorter girl panted in front of her. There was such a panicked look on her pretty face that Homura was almost immediately on guard. What had happened now?

"S...Sayaka-chan and Mami-san!" Madoka got out between pants.

"What?" her 'cousin' broke in, "Did something happen to them?"

The younger girl nodded rapidly, "Yes! Sayaka-chan went to buy something for Kyouske-kun...but she didn't come back. Kyubey was with her too, and we couldn't hear him. So Mami-san went after her, and sent me here to find you. Please...I think Sayaka-chan needs help!"

Even were it not for the tears forming in her eyes, Homura would know that Madoka was telling the truth. It was almost impossible for her friend to lie about...anything, really. And if the Incubator went silent as well...that could only mean one thing.

"A Witch," Kuchiki-san came to the same conclusion.

"Most likely," Homura nodded, "Madoka, take us where M...Sayaka went. Hurry."

To her credit, the pinkette just smiled weakly and nodded before turning around. Her skirt flew around her legs as the girl sprinted in the opposite direction. The 'cousins' behind her shared a look, before following themselves. Mami had not been in top condition since the previous Witch. Being so close to death had clearly shaken the girl, and on top of that, she was having to deal with the knowledge that there was someone with powers who _wasn't_ a Magical Girl. Homura hoped that the Mami she still remembered fondly from the first two timelines was in there...the girl who could take anything thrown at her and overcome it. The rest of her worried that the blonde had been overwhelmed by everything and wouldn't be fighting in top shape.

On top of _that_...

 _Sayaka Miki...I hope you are okay,_ and wasn't _that_ odd. But _this_ Sayaka was turning into a friend, if not on the level of Madoka whom no one could ever match, _be careful in the Labyrinth._

It was very worrying to think of the bluenette trapped in the Labyrinth with nothing but Kyubey around. She would either die in there, be rescued by Mami...or forced to Contract. Only the middle option was appealing, for quite obvious reasons.

"Anything?" Kuchiki-san asked, softly enough that Madoka couldn't hear.

In response, Homura held up her finger. The Soul Gem in her ring was flashing slightly, the brightness growing with each step they took. The shinigami nodded, speeding up her running to keep pace with the taller girl next to her. Madoka was leading them in the right direction after all...and that could only be a good thing.

 _-0-0-0-0-0-0-0-0-0-0-0-0-0-_

"This is..."

"Scary..."

"Stay close."

Homura recognized the Labyrinth the moment they had entered it. The artsy environment, with Parisian monuments in the background and puffballs for Familiars could only be one Witch. Gertrude...the Rose Witch. One of the weaker Witches she was familiar with, so far as any were weak anyway. The problem was simple...the very fact the Labyrinth was still intact was _not_ a good thing. Mami, even in her current condition, should have been more than capable of dealing with such a low-tier Witch. Homura herself had seen her deal with it easily in multiple timelines. The fact it _hadn't_ been dealt with...was not promising. She could only hope they weren't too late to do what she couldn't, if the blonde had fallen.

Despite everything, the time-traveler hoped she hadn't. Mami was too kind to deserve such a death, even with her problems. And on top of that, if she fell...the chances of Sayaka being okay fell with her.

"Do you think they're okay, Homura-chan?" Madoka whispered, clutching at the taller girl's sleeve.

"I hope so," Homura replied tightly, weapon in hand if it was needed.

"They will be," Kuchiki-san sounded more confident, Sode no Shirayuki in her own hand, "Mami's a good fighter."

Madoka nodded weakly, "You're right...Mami-san wouldn't lose!"

 _She can and has...but I can't tell Madoka that. She doesn't need to know that._

It was that knowledge that had Homura rushing as fast as she possibly could without leaving her pink-haired friend behind. She didn't want to believe that Mami Tomoe was dead...but the odds were far too high.

"How big is this place anyway?" Kuchiki-san asked.

"A typical Labyrinth is not that large," the Magical Girl answered, "however, there are exceptions."

This wasn't one of them. The Rose Witch did not have a large Labyrinth...she didn't need it. Gertrude was one of the few Witches that was perfectly content in letting Familiars do the killing. If anything, the maze was nearly over already. A fact confirmed when the group came to a door...that opened into multiple doorways. The universal sign of the end of a Labyrinth opened to a flash of blue light, and a scream from Madoka.

 _We were too late..._ Homura grimly thought, as Kuchiki-san put up a barrier to protect Madoka.

Sayaka Miki was standing in her Magical Girl garb, sword at the ready. But the way she held the weapon spoke to clear inexperience...she had likely just now made her contract. And it did not take long to identify why that was the case. Mami's body lay on the ground, her head further away, blood seeping into the ground. While magic could heal grievous wounds...it could not reattach limbs. Even were that possible, the fact that Mami's Soul Gem was gone rendered the point moot. Her eyes were open wide in shock, with a bloody gash where her Gem should have been.

Even Homura had to turn away from that sight, a spike of pain in her chest.

"Damn it," the shinigami next to her got out.

"We have to finish the Witch."

"Right...Sayaka!"

The bluenette turned around, equally aqua eyes widening in shock, "Rukia? Homura?"

"Sorry we're late," Kuchiki-san replied, grimacing slightly.

Because there were clear tears in Sayaka's eyes, now that she was facing the other girls. She had seen Mami killed, and it hadn't been a sanitized death either. Homura knew from long experience that the poor girl was going to be having nightmares for the rest of her life.

"Look out!" Madoka shouting put an end to any further thoughts however.

As before Sayaka could move towards the others, Kyubey behind her, the Rose Witch dropped from the ceiling. Unlike the already horrible looking base form, Gertrude was already in her 'rage' form. The bush-head had become a writhing mass of scissors, all flying in random directions. Sayaka had to jump back to avoid getting hit, her sword barely blocking the attack. With the knowledge that the bluenette stood little chance against even a low-level Witch after _just_ contracting, Homura and her 'cousin' were quick to jump into action. Fighting without using her time-shield hurt Homura somewhat, but she was familiar with this Witch. And she knew _exactly_ how to fight her.

While Kuchiki-san ran right forward, her brilliant white blade almost casually knocking aside the massive scissors with an ease that spoke to experience fighting similar weapons, Homura pulled out a heavy-machine gun from her sleeve. The weapon looked absurd next to her petite frame, but she held it with the ease of a veteran. Depressing the trigger, the Magical Girl barely even noted the recoil as she fired into the Witch that was attempting to take flight again. Tracers lanced squarely through her butterfly wings, sending the Witch crashing back to Earth. Tossing aside her weapon, Homura drew a more standard assault rifle, and jumped into the air.

"I'm going in!" Sayaka finally recovered her equilibrium, dashing forward with her sword held to her side.

"Be careful!" Kuchiki-san shouted at the other girl, ducking underneath a pair of scissors, her blade cutting up through the line connecting it to the Witch.

Homura didn't say anything, her nature not being one where she shouted in fights. She merely floated in the air, aiming down the barrel of her rifle. As Kuchiki-san and Sayaka cut into the side of the Witch, she began firing right into the head. Bullets flew forward, rose petals flying out of the green mass in an approximation of blood. Emptying an entire clip into the Witch, Homura allowed herself to fall the ground, hand reaching into her sleeve once more.

Even as she fell, Kuchiki-san jumped up herself, blade coming down in a sharp downward slice. The brilliantly white blade cleaved a sharp gash through the side of the Witch's head, sending frozen petals falling all around the shinigami. On the other side of Gertrude, Sayaka's blade sliced forward as fast as the girl could swing it, cutting long slices and gashes through the petals. Given enough time, she could have killed it.

But Homura was not about to risk losing two Magical Girls in one fight.

"Move," she ordered, before freezing time for a split-second once both of the other girls were clear.

Her shield flew open, the purple sand spreading to symbolize how much time she had. There were real limits to this facet of her power...but it hardly mattered. The time-traveler required all of two seconds to toss her homemade bomb, before jumping away from the Rose Witch. When her shield shut once more, a massive explosion rang through the Labyrinth, sending Sayaka falling away from the fireball, while Kuchiki-san grabbed hold of Mami's body to prevent it flying away.

Homura nodded at that, even as the horrible maze began to fade. If Mami Tomoe's body had been left behind, it would have stayed there...wherever Labyrinths went when the Witch faded away. And she knew from long-experience what that would do to Ma...do...ka...

"Homura-chan!" before even _she_ knew what was happening, the pinkette had latched onto her arm.

Looking down, Homura felt her heart clench painfully. Madoka was clutching onto her arm, tears flowing freely from her tightly shut pink eyes. Her grip was almost uncomfortably tight, as sobs racked the pinkette's petite body. Unsure of exactly what to do, all Homura could do was put her other hand on Madoka's head, doing what she could to comfort her dear friend.

 _Mami Tomoe...your death is going to hurt Madoka so badly..._ the time-traveler was sad to see a former friend die, but there was a tinge of anger as well, _you fool._

"She's gone...Mami's gone!" Madoka cried, so shaken she dropped the habitual honorific.

"Yes, she is," the normal bluntness in Homura's tone was missing, her need to keep Madoka happy overriding her need to cover her own emotions, "This is...what it means to be a Magical Girl."

As she said that, the time-traveler looked at Sayaka Miki, who had dropped into normal clothing as she cried into Kuchiki-san's shoulder. Both girls were next to Mami's body, respectfully covered by some loose cloth that Kuchiki-san had found. They were lucky that the Witch had been in a secluded area as was their want, and not inside the Mall itself.

For her part, Kuchiki-san was gingerly hugging Sayaka, her free hand clenched tightly in her pocket. Clearly, she was willing herself not to cry as well.

"What are we going to do Homura-chan?" the pinkette sniffed, her grip changing from the taller girl's arm to her stomach.

Allowing Madoka the comfort of holding onto her, Homura began speaking slightly louder as she looked at the other Magical Girl, "Sayaka? Can you explain what happened here?"

"I..." the bluenette got out, voice shaking as she detached from the shinigami she had been squeezing to death, "yeah...I can."

* * *

 **AN: And there we go...  
**

 **Not much to say down here this time. Other than I hope readers don't jump ship, which I'm likely to say anytime something like this happens. Next chapter will show what happened with Mami.**

 **Reviews:**

 **Krazyfanfiction1, Guest1:** Thanks for the reviews!

 **Guest 2:** Yeaaaahhh...about that...

 **Ikiizie:** Glad you like it! And Ichigo will be popping up towards the end. They need him for Walpurgisnacht after all.

 **SilverstormXD:** Rukia's Bankai...that is a very situational technique unfortunately. If it isn't a guaranteed kill, I don't see her using it since she's basically defenseless while warming up afterwords.

 **Nintendoman58:** Kyoko was very fun to write, for what that's worth. Though she's not popping up for a few chapters yet (I'm just so far ahead I'm soon to start writing chap 15).

 **Belletiger BT:** As above, Kyoko was probably one of my favorite characters to write so far. As for Mami...she certainly wasn't in top form here.

 **AN: There we go. I hope everyone enjoyed the chapter...and that I don't shed readers. That too...**


	9. The Fall: Part II

**AN: Whelp...I really do hope I didn't lose readers for last chapter. Here's the next one...if I still have the same interest.  
**

* * *

 **Sayaka Miki, Mitakihara Mall**

* * *

"Hey, Madoka!"

"What is it Sayaka-chan?"

"I'm going to hit up the music store real quick. Can you watch my bag for me?"

"Of course! Good luck finding something for Kyouske-kun!"

Fighting the blush that rose to her cheeks, Sayaka Miki sent a glare at her best friend. Madoka just smiled back innocently, tilting her head slightly. Sometimes Sayaka really wondered if her friend was just _that_ innocent, or if she knew exactly what she was saying. Either way though, she wasn't _wrong_ , not really. The bluenette was going to find something for Kyouske. He'd been really down in the dumps lately, and she wanted to find something to cheer her friend up a bit. She hated seeing him depressed...it hurt her, as much as it hurt him. It wasn't a stretch to say she wanted nothing more than to just...see Kyouske smile again. His smile had always made her warm inside, and she really missed it. And with his moods lately, it was getting more and more difficult to see him even slightly happy.

It was why she waved goodbye to Madoka, and set off for the music store. Her friend always enjoyed when she found him new music to listen to, after all. If all she could do to keep Kyouske happy was to find music, then she would do her best!

 _I want him to be happy,_ the blush on her cheeks grew a bit brighter though, _kinda wish I could admit that I like him..._

That was the other reason she wanted to find things for Kyouske. If he was happy, it might be easier to confess her feelings to him. Because Sayaka had long since fallen in love with the violinist. She had had a crush on him since she heard his music for the first time...but spending so much time with the boy had just reinforced those feelings. While the girl wasn't sure yet if she still wanted to be a Magical Girl...if there was any wish she was leaning towards, it was one to heal her friend's hand.

"This is so hard to choose," Sayaka complained, putting her hands behind her head as she took a quick detour outside for some fresh air, "I want Kyouske to be better but fighting Witches..."

"It is dangerous, I won't lie to you."

"Yeah...wait, what?"

Spinning around, the bluenette blinked when she saw Kyubey standing on a trashcan across from her, unblinking eyes and wide grin still present. The cat...thing...dropped to the ground, to walk around Sayaka's legs. Remarkably like an actual cat.

"As I said," Kyubey continued, "It is very dangerous to be a Magical Girl. You saw that when Mami Tomoe fought the Witch, correct?"

Looking around rapidly to make sure no one could see her speaking to thin air, Sayaka nodded, "I did...that was scary. Are all Witches that dangerous?"

"Yes. Some are more dangerous than others, but each and every Witch is a threat. That is why Magical Girls exist...to deal with the threat and protect others."

"Protect others..."

If there was any one thing other than healing Kyouske that tempted Sayaka towards Contracting, it was that. She loved old stories like that...the knight in shining armor protecting the people weaker than themselves. Being the hero who protects the innocent from evil, or the warrior who upholds justice. All of that appealed to the bluenette on a base level. It was probably why she liked Mami so much. The blonde was just like she imagined a Magical Girl being, someone who fought for no reason other than to protect others. No matter what, that was what Mami did. On the other hand, Homura wasn't that bad, if a bit cold, but...she didn't fight the same way.

"Yes, you could protect others from Witches if you contracted with me!" Kyubey's tail swished, "Do you have a wish?"

Sayaka blinked at the quickness of that question, "Whoa! Give me some time to think Kyubey, I can't just choose out of nowhere!"

 _Even if I do know what I'd wish for..._

"You humans are so hard to please," the 'cat' turned around, before freezing in place, "Sayaka Miki, stay close to me."

"What?" the bluenette walked up to Kyubey, "Why?"

"Look."

Turning her blue eyes from the 'cat' at her feet to where it was pointing a paw, Sayaka felt her eyes widen. A twirling mass of butterflies was forming in front of her. And it wasn't regular ones...it was bugs the size of her head, all spinning in a circle. At the center of the butterflies was...a tearing sound, as the world ripped like paper. Spinning around, fear running down her spine, Sayaka saw the mall fade away, to be replaced by a strange world of monuments and art. Random windows floated in midair, with butterflies and other objects in between them. If she hadn't experienced it before, the young girl wouldn't have had any idea at all what was happening around her.

But she remembered. Remembered Mami taking her and Madoka along on hunts, and the first time the blonde had met them. And of course, when she had waited outside the hospital. There was only one thing this could be.

"A Labyrinth?" Sayaka asked, her voice cracking slightly as she scooted closer to Kyubey.

"Yes," he replied, "we were both caught by a Witch. Mami Tomoe should be here soon however."

Sayaka certainly hoped that was the case. This wasn't like the other times...she wasn't with Madoka this time. Even when she waited with that Grief Seed she had known Mami would be there soon, and had Rukia there with her. This time it was just her and Kyubey...and they had no idea where the Witch itself was.

"Well, what should we do until she gets here?" she asked, trying to sound braver than she felt.

Kyubey just looked back without blinking, "Hide. Unless you make a contract, we are defenseless against the Familiars and the Witch...Sayaka Miki."

"I might take you up on that offer, if it gets bad enough," Sayaka laughed weakly, "but I don't want to make that kind of choice in this situation. I...want to make sure I don't regret anything, y'know?"

Still, the eyes didn't blink, "Humans are all the same."

With that pearl of wisdom, Kyubey walked off, leading the teenager to what would hopefully be a good hiding place. It was just a painting that was leaning against a wall instead of hanging, but the thing was _huge_. Easily taller than Sayaka, providing more than enough cover once she pushed it out far enough to crouch behind it. Kyubey jumped on her shoulder, curling around Sayak's neck like an expensive fur scarf. Like something Hitomi would wear, the image getting a small chuckle out of the bluenette. Better to get humor where she could instead of thinking about what was all around her past the painting.

 _Come on Mami...please, get here soon..._

 _-0-0-0-0-0-0-0-0-0-0-_

 _"Kybuey...Miki-san. Are you two okay?"_

 _"Oh thank God! I was starting to cramp back here!"_

 _"Yes, we are fine."_

 _"Good. I'll be there as quickly as I can. The Familiars aren't ignoring me."_

It hardly mattered to Sayaka that it might be a little bit longer until Mami got to her. What was important was that the blonde _was_ coming after all. Her joke aside, the girl was extremely relieved to know her upperclassman would be there to help. More than once Familiars had gotten extremely close. And while the puffballs weren't scary on their own, the knowledge of what they _were_ terrified the girl. Sayaka just wanted to get out and go home at this point...the novelty wore off _extremely_ quick when you were alone with no way to defend yourself.

"How long do you think it will take Mami to get here?" the bluenette asked the 'cat' still curled on her neck.

"Not long," Kyubey answered, "Mami Tomoe is a very skilled Magical Girl. These Familiars will not keep her for long. I am more worried about the Witch."

"That makes two of us, Kyubey," Sayaka flinched slightly when a Familiar came too close before moving off, "I want out of here."

"If you make a Contract..."

"Yeah, yeah, I know."

They both fell silent after that, no sound but Sayaka's breathing and the occasional Familiar. Times like this, it made her _very_ happy that the more Familiars a Witch had, the dumber they were. At least, that was what Mami had said. Who knew if that was always true, but hey, Sayaka wasn't about to complain.

 _If these things were smart, I'd be dead...wouldn't I?_

Luckily for her, the Familiars _were_ stupid. And as rifle fire began to echo through the Labyrinth, Sayaka breathed a sigh of relief. That had to be Mami...she always used guns.

 _"You can come out now,"_ her voice sounded slightly strained, _"I've cleared out the area."_

Looking at Kyubey, the bluenette got a nod, "It should be safe if Mami Tomoe says it is."

"Okay," Sayaka nodded, pushing the painting away with a grunt, "Ow ow ow...my legs!"

All jokes aside, her legs _were_ cramped pretty badly. The teenager doubted she had ever crouched like that for that long. And she didn't plan on doing it again anytime soon either. Never again...from now on, she was going to be a _lot_ more careful. This was the third time she'd ended up in a Labyrinth, and it was getting really old. On the plus side at least, Mami's smiling face greeted her when the bluenette emerged from behind the painting. A warm smile, though it looked tireder than usual. Even more tired than it had lately.

"Are you two okay?" the blonde asked, holding a rifle over her shoulder.

"Yeah, it wasn't that bad," Sayaka nervously stuck her hand behind her head, a weak smile on her face, "just a lot of waiting. I think my legs are going to hate me in the morning."

"That's good," Mami sounded relieved, "what about you Kyubey?"

"I am fine," the 'cat' replied, "but we can't leave the Labyrinth until the Witch is dead."

"What?!"

Mami turned to look at her 'trainee', a sad frown crossing her face, "I'm sorry, but Kyubey is correct. Once you enter a Labyrinth, you can't leave. Not until the Witch is dead, or has left itself."

"All that hiding and I'm still stuck..." the bluenette shook her head, sighing slightly, "So, do we have to go find the thing? For real?"

"Unfortunately, yes," the older girl smiled apologetically, "Stay close, I won't let anything hurt you...don't worry about that."

"It's you Mami, I'm not worried."

A brilliant smile crossed Mami's face, "Thank you for that. Come on now."

It was the truth though...so long as Mami was around, Sayaka had nothing to worry about. She was so...cool! Mami had never had any problems, other than...that one Witch. But that was a one time thing, she had said as much. That Witch had been different and surprised her, that was all. No other Witches could do the same, the Magical Girl had promised that. And the fact that she had so easily cut through this Labyrinth to find her younger charge was an example of that. So, honestly, while Sayaka couldn't deny still feeling a bit scared, it certainly wasn't as bad as it was when she was just with Kyubey. They just had to find the Witch, have Mami kill it, and then they could leave. Simple enough.

"I also sent Kaname-san to find Akemi and Kuchiki-san," Mami spoke up, as they rounded a corner, no Familiars in sight.

"Oh, that's good," Sayaka replied, a grin crossing her face, "though I bet you want to finish before they get here don't you?"

The blonde turned another smile back over her shoulder, "Maybe. I do want to show I can do this on my own you know. Can't look bad in front of my Magical Girl trainees."

 _You've never looked bad Mami!_ Sayaka inwardly protested.

But she couldn't say that out loud, as a set of doors suddenly sprang in front of the girls, opening in an endless seeming loop. Kyubey jumped back on the girl's shoulders, as she tensed up again. The only times she had seen those doors was at the start of a Labyrinth...and when a Witch was about to appear. Considering they were deep inside...

"That is the Witch," Mami spoke up, as the final door opened. Revealing a strange looking monster...pink body, butterfly wings, and a deformed rose bush for a head.

"Gross..." Sayaka muttered, clutching her hands against her arms.

Mami sent her a small smile, "Stay here. I'll handle this real quick."

Before the bluenette could even react, her friend was jumping down into the area with the Witch, drawing the attention of the 'head'. Sayaka couldn't see Mami's face from her position, but she could watch her body stiffen slightly. Before the blonde curtsied, pulling her skirt out. To anyone else, it would be a polite move. To Mami Tomoe, it was a way to drop rifles from her skirt. Sayaka had always thought that was cool...how she could drop weapons out of anywhere.

 _I wonder if I could do that..._

Questions like that would have to wait though. Mami picked up her rifles, and began shooting at the Witch. All she did was make it angry however. The monster somehow jumped up, flipping the couch it had been sitting on directly at Mami. The Magical Girl jumped away from the massive red furniture, picking up two more rifles as she went. Both guns fired in unison, the deceptively small bullets crashing clean through the couch, sending it flying apart in a million pieces. More rifles fell to the ground with the pieces of couch, Mami replacing her beret on her head as she started picking up and shooting guns so fast that it looked more like a machine gun firing than a bunch of rifles. And each shot went exactly where the blonde wanted, putting bullet holes all around the Witch, as ribbons flew out, attempting to corner the flying monster.

Yellow strands flew from every direction, forcing the Witch to dodge around them. But Mami's aim was exceptional, and her control of her ribbons even more so. The Witch was too big and slow to dodge all the ribbons, as several caught its wings. There was no screech of pain or anger as the monster came crashing to the ground, but there wasn't one needed. The rage from the monster filled the air...Sayaka felt a chill run down her spine, feeling the _anger_ from the Witch. Mami seemed to feel the same, hesitating for a split second.

A second that the Witch used to its advantage.

"Look out!" Sayaka screamed, clutching her arms tightly to her side.

Because the Witch took on a new form. The green rose bush condensed, before shooting out in a nearly-black mass of spikes. Barbed wire tendrils shot out, each one tipped with a pair of black scissors. Snapping scissors, that shot right at a stunned Mami. The blonde barely ducked out of the way of the first attack, her ribbons cut to...ribbons. The yellow fabric fell all around her, as the Witch began chasing the Magical Girl, instead of the other way around. Mami fired her rifles, deflecting the attacks before they could reach her. But every time she tried to form more ribbons to hold the Witch down, they were cut the moment they appeared.

It was increasingly clear to Sayaka that her friend was in trouble. Mami was on the defense for the first time in this fight, and she was not having an easy time of things. Her rifles were seeing more use as clubs, knocking aside the attacks from the Witch. The teenager ducked under another pair of scissors, her latest rifle caught in the deadly blades. Blades that cut clean through the weapon, sending the two halves falling to the ground as Mami flipped back, her hands landing first, as her legs spun in a kick to force a Familiar away from her.

When she came up, the blonde was panting. Even a Magical Girl would have issues being chased around like this.

"Sayaka, she can't handle this on her own," Kyubey not using her full name? The situation had to be worse than it seemed.

That point was driven home, as Mami dodged another attack. One of her twin-tails fell to the ground, the blonde only narrowly avoiding worse harm. Another rifle came up, a golden glow surrounding it as she jumped further back to try and get some more room to fight. A grim look adorned Mami's pretty face, as she leaped into the air. The golden glow surrounding her rifle grew brighter, as it turned into a _massive_ handgun.

"Tiro..."

"MAMI!"

Sayaka's scream of warning was too late. Even as the Magical Girl began turning her head, another pair of scissors...one she had knocked away earlier...came flashing in from behind. Golden eyes widened in shock...as a horrifying _crunch_ echoed through the Labyrinth. Blood sprayed into the air, as Mami's weapon vanished...her body and head falling in different directions. Sayaka's eyes went wide, her mouth opening in a silent scream of anguish.

 _No...no...no...no...no...no...no..._

The teenager fell to her knees, tears falling from blue eyes as she shook heavily. Mami...Mami had just been killed! She had said she would be okay. She had said this wouldn't be a problem for her. But she had lied! Mami had lied, and she was dead now! Why...why? The other girl hadn't deserved that. She had just wanted to help people. She didn't deserve to die like that!

"You have to contract with me, now!" Kyubey's voice sounded distant, as the creature ran in front of the shaking teenager, "Sayaka! If you do not make a contract with me now, you'll die too!"

 _Contract? Right...I...I have to become a Magical Girl. Beat this Witch...for Mami's sake. I can't let it hurt anyone else!_

Shakily getting to her feet, Sayaka looked at the 'cat' standing in front of her.

"I wish..."

* * *

 **Rukia Kuchiki's Apartment**

* * *

"And that's what happened."

Homura looked at Sayaka Miki, her face emotionless as usual. But hidden beneath those emotionless depths was pity. She could only imagine what...no, she didn't need to _imagine_ what the other girl was going through right now. The time-traveler had seen Mami die in numerous ways...and no matter her feelings on the other girl, it never got any easier. And if Homura was to be asked if she knew what Sayaka actually _felt_ like, losing someone that close to her...she could say she had felt _worse_. After all, no matter how close Mami Tomoe may have been to the blue-haired girl, it was never going to be as close as Homura was to Madoka. And she had seen her closest friend die more times than she would ever want to think about.

So, yes, she could say she understood what Sayaka was going through.

"Sayaka..." Madoka moved closer to her friend, hugging her tightly as the bluenette cried into her shoulder, her own tears falling freely. Madoka had been lucky enough to only see the aftermath...not the actual death. But it was still hurting her just as much, because of her big heart.

By contrast, Homura sat next to Kuchiki-san, both of them deep in thought.

 _I had not expected Sayaka to contract so soon,_ the Magical Girl mused, _this is not a good sign. Every time she contracts, she inevitably becomes a Witch. That has never changed, and might not ever change. We may possess a means to bring a Magical Girl back from that stage, but it is not proven and I would rather avoid it if possible._

"Hey, Sayaka," Kuchiki-san spoke up, thoughtful look in her violet eyes, "You've never used a sword before, have you?"

"Huh?" the blue-haired girl looked up, rubbing her eyes, "No, not really. I've never done kendo or anything like that."

"So you'd have no idea how to fight another Witch?"

If there was any one thing true about Sayaka Miki, it was that her temper could come back from anything. Such as this case, as a glare took shape in her red-rimmed eyes.

"What's that supposed to mean?" she complained, "I can fight perfectly well!"

Kuchiki-san smiled slightly, "Calm down Sayaka, I wasn't saying that. What I mean is...you have to learn how to fight, before you can do it properly."

"Well how am I going to learn other than by fighting Witches?"

In response, the shinigami simply held her hand out, Sode no Shirayuki appearing in it. The sheathed blade was held comfortably, speaking to Kuchiki-san's decades of experience in using the weapon. She sent Sayaka a smug look, as the other girl gaped at her...clearly, having forgotten that the shinigami had a sword of her own. It might have been amusing, were the situation any less serious. As it was, Homura nodded in approval at her 'cousins' plan. This had been set up some time ago...when Sayaka Miki inevitably contracted with Kyubey, Kuchiki-san would train her in how to properly use a sword. It wasn't much, but it would hopefully help with both keeping the blue-haired girl from turning into a Witch, and make her a more effective fighter when it came time to face Walpurgisnacht.

And if the look on Sayaka's face was any indication, she had at least realized the _point_ of the sword.

"I'll train you," Kuchiki-san replied, smug look not leaving her face, "I do have a...bit...of experience in using swords."

"I can't believe I forgot about that," Sayaka fell back in her chair, slapping her face with the palm of her hand, "that was stupid of me. So, you're going to train me huh?"

"As best I can," the shinigami replied, letting her sword fade away, "We use different styles of swords, so what _I_ use isn't going to work the same for you. But some training is better than none."

Sayaka nodded, "Tell me about it. So, how are we going to do this?"

 _That was simple. She is more trusting than I remember._

Perhaps it was because of the budding friendship between the two- or the three -but Homura was mildly surprised that the bluenette was so willing to work with the shinigami.

"Well, clearly we can't skip school for this," Kuchiki-san replied, "And it's going to be hard to balance Witch hunting as well. Homura can pick up the slack there while I train you, but other than that...we have to figure out a regular time for this to work well."

"Hmm..." Sayaka looked deep in thought for what might have been the first time in her life, "I could take some time off around six or so at night. We'd need somewhere to train though. Got somethin like that?"

Kuchiki-san grinned, "Oh, I might."

"Now I'm interested. What're you hiding from me this time Rukia?"

"Nothing much, just a little training area I had built."

That was news to Homura. Where could her 'cousin' have had a training area built? It wasn't like her apartment had a lot of room. It might be useful for herself as well. No matter how many times she fought through this loop, the time-traveler could always use more practice.

"I want to see what this is," Sayaka had an eager gleam in her eyes.

"Well I'm looking forward to training you," the shinigami replied.

Watching the two start planning more specifics of their training, Homura felt a tug on her sleeve. She looked down and saw Madoka looking at her, before blushing slightly, pointing at the door. Sending her 'cousin' a look, the Magical Girl got a nod in return. She could leave if she needed to. And clearly, her dear friend had something she wanted to talk about. The question was...what?

Following her friend out the door, Homura stood next to her, as Madoka walked up to the railing, looking out at the sunset. A sunset that illuminated her body, casting fiery shadows along it. Her pink hair shone in the light, looking even more beautiful than it normally did. An unfamiliar feeling constricted Homura's heart, as she looked at her friend. There was something about her...silhouetted in the fading sunlight that made her look different. She still had her childish figure, but at the same time...she looked beautiful. What...what was she feeling?

"Homura-chan," Madoka finally spoke up, voice soft as ever, "what are we going to do now?"

"Why are you asking that question?" Homura replied, trying to avoid letting her confusion into her tone, "Sayaka will take Mami Tomoe's place in protecting Mitakihara."

"That isn't what I meant," the other girl sounded...sad, "Mami-san...she's...she's gone. No one will ever know what happened to her, and now Sayaka-chan's in the same position as she was! What if the same thing happ...happens to her?"

 _Ah. That is why she is worried._

"It will not," knowing she was far from the best at providing comfort, the Magical Girl still walked up to her friend.

"But...Mami-san..."

Placing a hand on Madoka's shoulder to get the girl to turn around, Homura allowed a small amount of emotion past her mask. Those pink eyes widened at that, since it was _very_ rare when the time-traveler did so.

"Sayaka is stronger than Tomoe," not technically true, but if the goal was to make Madoka happy...

"She is?"

A nod answered that question, "Yes, she is. Sayaka is more concerned with protecting everyone. Tomoe wanted company, and that had made her less concerned with her mission."

Not _technically_ a lie.

"In addition, Rukia is the best swordsman I have ever seen. She is more than capable of training Sayaka properly. If the two of them work together, very few Witches will be any threat."

Madoka's eyes widened, clearly believing what she was hearing. And Homura _was_ telling the truth...technically. Kuchiki-san was technically the _second_ best she was familiar with. The best was Ichigo Kurosaki, but he was not here and would not be able to _come_ to train Sayaka. As such, she wasn't lying. And while the style of swordplay would be drastically different between the two girls, the basics were the same. And even basic training and sparring would drastically improve what Sayaka Miki had to work with. Enough to fight Kyoko Sakura to a draw? Hardly. But she would not be so reliant on her healing ability this time.

Perhaps she would even learn tactics beyond swinging until the Witch was dead. One could hope.

"So...Sayaka-chan will be okay?" Madoka's voice was more hopeful than sad now.

"Perhaps," Homura conceded, "She is certainly going to be better off than Tomoe."

"Good," the pinkette smiled softly, leaning against the railing again, "I...I'm worried about her. But I can't help...I'm weak, and not as strong as Sayaka-chan. I couldn't make a wish to help her..."

"You don't need to," voice harder than intended, Homura stared down on her friend, "There is no need for you to contract at all Madoka. I will help Sayaka myself if I need to. Please...just stay as you are."

Her friend nodded, before looking out at the sunset again. For her part, Homura breathed a small sigh of relief. Madoka was going to be more and more tempted to become a Magical Girl as time went on...as Walpurgisnacht grew closer. It was going to be more difficult to prevent that horrible fate. But...for now at least, things were okay.

She could only hope they stayed that way.

* * *

 **AN: And there we go. I think that, while I like a good fight scene as much as the next guy, I much prefer writing the character moments. It's more fun and an interesting challenge in its own way. I hope everyone enjoyed it.**

 **Reviews:**

 **Guest1:** Thanks for the review!

 **Guest2, Guest3:** Unfortunately, it needed to be done.

 **SilverstormXD:** Admittedly, it makes logical sense to at least say 'hey, big thing attacking this city in a month'. But I'm not going to bring the Captains to the party. Why?

As previously stated, this is Homura's story. Her and the other Magical Girls. Bringing the Captains in is a cardinal sin in crossover writing IMO...namely: Never let one side outshine the other. This is Homura and Friend's fight...I don't want to take that from them. Maybe that's just me.

 **TimeDiver:** Yeah...I feel like I'm pushing it with her being able to restore a Soul Gem. Logically possible it may be, but still.

 **Krazyfanfiction1:** I can't answer that actually...

 **AN: Well, six this time. I hope the readers are still around and we can get back to seven this time!**


	10. Training

**AN: Next chapter up. I am glad to see my readers are still interested too.  
**

* * *

 ** **Training Area****

* * *

Looking around, Homura Akemi raised a curious eyebrow at the area she found herself in. Kuchiki-san had taken her, Madoka, and Sayaka to this area outside her apartment, hidden behind a rusty piece of metal. Not exactly the most creative way to hide something, but it worked for the purpose it needed- and the girl had mentioned something about 'kido' making it to where only those with spiritual powers could find it. The explanation had not made much sense to the Magical Girl...not that it should have. She had her magic, Kuchiki-san had her own. It really didn't matter in the long run anyway. What mattered was that the training area was hidden to where they wouldn't be discovered using it, and that was the important thing. Because it would make it _far_ simpler to train Sayaka Miki if others couldn't interrupt it.

"I'm kinda impressed," the bluenette in question blinked, turning around in a slow circle, "How'd you find this place Rukia?"

"I didn't _find_ it," Kuchiki-san replied, "An...old friend...built it."

 _Urahara, most likely,_ Homura mused.

"You know who built this?" Sayaka sounded surprised.

"Yes. He's a bit eccentric, but the man is smart."

Sayaka outright laughed, "Eccentric? More like crazy, to build something like this!"

"Hmm...you may be right about that."

This time, Madoka joined her friend in giggling. Even Homura's mouth twitched upwards, as she was actualy aware of the man in question. She hadn't spent much time with Urahara, but even she had noted the man's eccentrics. It didn't surprise her at all to think that he could build something like this in such a short amount of time.

'This' in question being a decently large building, cold steel walls glinting slightly. Of course, only the steel portions of the walls glinted. The remainder were garishly decorated, greens dominating in both paint and the cabinets lining the walls. If Homura hadn't believed it was Urahara before, that alone would have been enough to convince her it was. That man seemed to have a thing for green. That being said, it wasn't just the green that clued her in that it was Urahara who had built this building for Kuchiki-san.

"Rukia-chan?" Madoka asked, "Is that who made this?"

The pinkette pointed at the real reason that her friend knew Kisuke Urahara had built the building. Namely, a massive banner with his name plastered on it, along with a chibi face.

"Yes," Kuchiki-san sighed dramatically, "Urahara always did have a flair for the dramatic."

"I can tell," Sayaka had a wide grin on her face.

It was odd seeing her so... _happy_. Normally, when Homura encountered the blue-haired girl after she contracted, she was depressed for some reason or another. It was possible that Kuchiki-san really _was_ a good influence on her friend. Of course, it was up for debate how much that influence would truly benefit her. Sayaka _always_ became a Witch, in every timeline where she contracted with Kyubey. Would that change?

One could hope.

"So, are we going to do this now?" the bluenette continued, holding her Soul Gem in her hand.

"Might as well," the shinigami replied, her own hand already holding her sword.

Homura turned to the one remaining girl, and gently took her hand, "We should move Madoka."

"R...right. Sayaka-chan will be okay, right?" Madoka asked worriedly.

"Yes," her friend answered shortly, "Rukia will not do anything truly dangerous."

Madoka nodded with a small smile on her face, as both girls moved far enough away to give their counterparts space to spar. Kuchiki-san had changed fully into her shinigami form- another Urahara invention that...allowing her Gigai to transform in a copy of how a Magical Girl did so. Her gloved hand held Sode no Shirayuki, the blade still sealed. According to the petite girl, anything further would be too much for Sayaka, at least to start out. While likely true, it was going to be a problem with the blue-haired girl's ego later on...Homura knew that much.

For her part, Sayaka was engulfed in blue light from her Soul Gem, before coming out with her own uniform on. Nothing different from her normal appearance either...she still had the blue-white top, blue skirt, and white cape as usual. No matter what else changed, the uniforms of the Magical Girls always remained the exact same. As did their weapons, as Sayaka held her sword by her side, looking more than a little awkward with the blade.

"How exactly are we doi..." the bluenette began, before her eyes widened and she narrowly avoided having a sword cut through her hair, "what was that for Rukia?!"

The shinigami sent a serious look up at her, "Well, you have to react to the unexpected in a sword fight. That's the first rule...never act like you know what your enemy is going to do at all times. Always expect them to do something new or unexpected. Like that."

"So don't be predi..." Sayaka began, before being forced to duck again, Sode no Shirayuki flying over her head, "stop that!"

"Talking is also a bad idea."

Sayaka grumbled something under her breath, but didn't shoot a sarcastic comment back. Instead, she let her sword do the talking...swinging it down on Kuchiki-san's blade. Nameless blade and Zanpakutō clashed against each other, sparks flying from the point of impact. Kuchiki-san's face was dead serious, not a hint of the normal smile she had when around friends. Sayaka's frown grew ever deeper as her muscles strained to push the shorter girl's blade away. Only for the shinigami to pull her arm back, and then force it up. The Magical Girl's wrist gave slightly, her blade pushed into the air, as her opponent stabbed forward.

Recovering quickly, Sayaka brought her own sword back down, catching Kuchiki-san's attack and redirecting it to her side. The shinigami sent a suitably impressed look at the younger girl, who grinned back. Until she suddenly found a sword swinging into her face, forcing her to take a step back and bring her own weapon up to block. Kuchiki-san pushed forward, deceptively strong for her petite frame. Sayaka grunted as she dug her heels in, sparks flying once more.

"Are they..." Madoka asked, worried look on her face.

Homura just shook her head slightly, "This is training. Nothing more."

Any further discussion would have to wait, as Sayaka put both hands on her blade's hilt, twisting the weapon. Sode no Shirayuki skidded along the straight blade, pushed to the side. The bluenette stabbed forward herself this time, angling directly at Kuchiki-san's leg.

"Gotcha!"

Her opponent didn't reply, merely flipping her Zanpakutō to where the blade was pointing down. Sayaka's attack caught on the blade, her hand-guard forcing the two swords together. A situation that allowed Kuchiki-san to flick her wrist...and send her partner's blade flying into the air. Blinking rapidly, the bluenette jumped back, swordless as her weapon vanished from the air.

"You've got skill," Kuchiki-san spoke, "But you need to learn how to use it. That is why I'm here though."

"I won't lose that easily!" Sayaka countered, a new sword forming in her hand.

An eyebrow went up, "That's a neat trick."

"Oh I've got plenty more!"

Such as throwing her blade like a javelin. Kuchiki-san's violet eyes widened, as she brought Sode no Shirayuki around and knocked Sayaka's blade away from her. Only to look and see the blue-haired girl crouching under her cape. Warily watching, the shinigami began to move forward...in time for her sparring partner to throw the cape off, revealing a dozen blades stabbed around her. Eyes widening yet further, Kuchiki-san was forced to duck and weave, jumping to the side and swinging her own blade in a rapid barrage of moves that were too fast for even Homura to keep perfect track of.

Because Sayaka threw sword after sword at her, using them more as projectiles than melee weapons. The time-traveler was familiar with this tactic...and it only worked because the bluenette was like Mami Tomoe...she could summon potentially unlimited numbers of her weapon.

And it was telling that Kuchiki-san had an impressed look on her face.

"Good," she broke her own rule, though for the purposes of training- and the fact she had plenty of casual fighting dialogue with Kurosaki-san as Homura had seen -it worked, "that is what I was talking about. Don't be predictable."

Even as she said that, Sayaka threw her second to last sword...picked up _the_ last one...and charged forward again. Batting aside the flying steel, Kuchiki-san ducked beneath her friend's blow, slicing upward. Sayaka couldn't quite react quickly enough, and gasped in pain as the sharp blade of the other girl's Zanpakutō cut into her leg. Blood flew into the air, as the Magical Girl flinched back, placing a hand against the wound.

"Sayaka!" Madoka shouted, worry lacing her tone.

"Stay here," Homura placed a hand on her arm...still not quite comfortable with the physical contact, but aware anything less wouldn't stop her friend.

"But...Sayaka-chan..."

The time-traveler just shook her head, "Watch."

Because even as the pinkette began to run to her friend, Sayaka's hand came away from her leg. Blue light flew around her, a circle of musical notes coating the ground at her feet. Madoka's eyes went wide, while Kuchiki-san had a curious look on her face. Homura just watched impassively, as Sayaka's blood-coated leg sealed shut, even her clothing restored back to normal.

Kuchiki-san nodded at that sight, "That's your power?"

"Yup," Sayaka answered cockily, "fast healing. Doesn't matter how much you hit me with, I can heal it!"

"Well, it's not like I'm planning to cut you open."

A laugh came from the bluenette at that, before a serious look came back on her face. Kuchiki-san mimicked the expression, stabbing forward with a feint towards the recently healed leg. Clearly a testing blow to see how well the healing was, Sayaka easily blocked it. The shinigami allowed a small smile to cross her face, before she began stabbing forward faster and faster, forcing the Magical Girl to counter as best as she could. Each move was carefully calculated, showing the decades of experience the other girl had.

Sayaka could only block on instinct, her own natural skill not up to the task of countering such drastic differences in experience. Still, she fought back as best she could, determined to _not_ lose this fight. Even if it was just a spar and not a fight to the death, Sayaka's personality would never allow her to give up. She had to win, or she couldn't forgive herself. Losing wasn't an option, no matter what it was she was doing. It couldn't happen.

 _That has never changed. Sayaka Miki has always remained determined, until she falls into despair._

Homura could understand that much. As she was the same way. It did serve to give her a different perspective on the other girl, as she spun around a blow from Kuchiki-san. Despite the serious look on her face, it was clear that Sayaka was enjoying the spar immensely. The girl had always dreamed of being a knight in shining armor...and while her outfit didn't really fit that, she didn't care. Because here she was, sword fighting with another girl who was pushing her to her limits and beyond.

Kuchiki-san had a similar expression on her own face. Mixed with a proud look at how quickly Sayaka was adapting and catching on to how to fight with a bladed weapon. Her natural talent was impressive, as was her healing ability.

 _Maybe...maybe this training will prove beneficial in the end._

The time-traveler watching the spar could only hope that ended up being the case.

 _-0-0-0-0-0-0-0-0-0-0-0-0-0-0-_

"Jeez Rukia!" Sayaka flopped down, back in her Mitakihara Middle School uniform, sweat pouring down her face, "You don't pull your punches!"

"Well, I'm training you not just practicing," Kuchiki-san had a water bottle in her hand, another pushed into her friend's outstretched limb, "believe it or not, it was harder for me."

"Harder?!" the bluenette gaped at her, "Hey, Homura! Is she telling the truth?"

Blinking slowly, Homura looked over at her 'cousin'. How was she supposed to answer that question? The tall girl was unfamiliar with her erstwhile relation's past. But at a nod from the shorter girl, she just turned back to her...friend. As odd as it still felt to refer to Sayaka Miki with that word.

"Yes."

Flopping back down, the blue-haired girl sighed dramatically, "Man, and here I thought _I_ had it rough."

Madoka giggled at her friend, sitting down next to her, "You did good though Sayaka-chan. I mean, considering you just started!"

"Yeah, but I still lost."

"I have years of experience doing this. You just started."

"Yeah yeah...wait, _years_?"

Homura and Kuchiki-san shared a look at that, both silently cursing that particular slip-up. Kuchiki-san was supposed to be fourteen, not over a century- if she was to be believed in that regard. As they were both clearly unwilling to admit to just _what_ the girl was, even if the Incubator was nowhere in sight, the problem was obvious. How to convince Sayaka that nothing was odd here. Granted, convincing Madoka would be easy. Homura cared deeply for her, but the girl would believe anything. Her friend was rather harder to convince of things, and that was always a problem. Especially since the shinigami didn't look like someone who had been using a sword since they were twelve or so, if the cover story was supposed to be believed.

It was times like this that reminded the time-traveler why she spoke so little. The more she talked, the more risk that something would come out that shouldn't. And it _always_ created a problem.

"Well," Kuchiki-san smiled weakly, "I figured out I had my powers when I was a kid. I've been practicing since I was ten or so."

"Ten?!" Sayaka openly gaped, mouth hanging open, "You've been using a sword since you were _ten_?"

"Yes?"

While the bluenette tried to reconcile the newfound- and false -knowledge, Madoka turned to the other girls with a smile on her face. A smile that was infectious as usual...Kuchiki-san's smile grew wider itself, while Homura's mouth twitched upwards.

"Rukia-chan? Homura-chan?" the pinkette asked, a bit nervously, "I was wondering if you two wanted to come to my house tonight?"

Kuchiki-san blinked, "Why? Not that I don't appreciate the offer, since I do. But it's a bit...out of the blue."

"Well..." Madoka nervously tugged on her hair, "I thought we could spend a night just...relaxing. After everything that happened, I mean. I know it would be nice for me to just relax with all of you..."

 _I..._ for her part, Homura's mind was racing, _...I want nothing more than to spend time with Madoka. But I have never been to her home before..._

The very idea actually _scared_ her. Could she maintain her mask in such company? Around Madoka's family, who she had heard excellent things about but had never actually met? How could she react in this situation? The idea alone made her uncomfortable. Not to mention, what had her friend _told_ her family? She didn't think Madoka had it in her to bring her friends over without asking first. Maybe Sayaka Miki, but not herself or Kuchiki-san. So her family would have to have asked questions about the 'new girls'. What would her friend have told them about her?

All these questions were running through the time-traveler's head, as Kuchiki-san looked thoughtfully at the pinkette.

"Well, I'm fine with it," the shinigami smiled slightly, "It's been a bit since I stayed at a friend's house anyway. Might be fun."

"Oh it'll be _great_ ," Sayaka broke in, grin plastered across her face, "Madoka's family is the best. Not to mention her dad is a _great_ cook. Oh man...I'm looking forward to that food."

A laugh came from the shinigami, who just shook her head slightly.

"Ichigo's dad can't cook to save his life," amusement was clear in her tone as well, "his sister does all the cooking there."

Sayaka looked confused, but brushed it off with a laugh, "Must suck to be him then. Seriously though, you haven't _lived_ until you've..."

Toning out the blue-haired girl's gushing over food, Homura looked at her friend instead. Madoka was smiling at her oldest friend, amusement clear in her expression. But when her face turned to the dark-haired girl, it turned to confusion. Homura didn't need to guess why. Because while Sayaka and Kuchiki-san were busy arguing over who was the better cook, she was just...sitting there. Looking at nothing in particular, hardly aware of what was going on around her. No matter how 'cool' she may act, Homura was still...at her heart, the same as she ever was. And...

"Homura-chan?"

Madoka always had been good at noticing that.

"Is something wrong?" the girl innocently asked.

Rallying herself, Homura stared as calmly as she could at her dear friend, "Are you certain you want me to come, Madoka?"

"Of course Homura-chan," Madoka replied happily, "You're my friend too."

 _I never tire of hearing that,_ the Magical Girl allowed a small smile to cross her face.

"Do you not want to come?"

That quickly fell off when Madoka asked that. Her happy expression had fallen slightly, the pink-haired girl looking down at her feet, a blush lining her cheeks. Homura felt her heart constrict at that sight...she never liked seeing her friend look sad. Especially when _she_ was the reason. That just made it all the worse, when her mission as to keep the other girl _happy_. Making her sad was never part of the goal.

With that in mind...

"I do."

"Yay!" Madoka was back to normal quickly, grinning at her friend.

 _This is going to be...interesting._

* * *

 **Kaname Household**

* * *

"Mom, Dad! I'm home!"

"Welcome back Madoka...oh, are these your other friends?"

Madoka grinned widely at her father, "They are! Dad, this is Homura-chan and Rukia-chan."

Tomohisa Kaname smiled gently at the girls. Kuchiki-san smiled right back, but Homura shifted uncomfortably. She had heard from Madoka in various timelines that her father was kind and gentle with everyone. But that didn't mean she could just shake her lingering doubts that easily. What if he didn't like her?

"Madoka has said a lot about you two," the older man continued, smile still on his face.

"She has?" Kuchiki-san tilted her head.

"Yes," Madoka's father nodded, "I don't think I've seen her this happy about meeting new people in a long time in fact. It's nice to finally meet the girls she talks about. Make yourselves at home, okay? Madoka, why don't you show them to your room?"

"Right! Follow me!"

As the girls began following Madoka, Sayaka stopped long enough to wave over her shoulder, "Nice to see you too Mr. Kaname!"

The older man chuckled, "Go on Sayaka."

For her part, Homura felt slightly relieved and worried at the same time. On the one hand, her friend's father seemed perfectly okay with her. That was a relief in its own way...a lot of people didn't like her on her appearance alone, since the time-traveler was aware she looked as cold as she acted. She still didn't know _exactly_ what Madoka had said to her parents either, though it was evidently only good things or her father wouldn't have been so kind. On top of that, it felt distinctly uncomfortable to be going into Madoka's room. This was... _her_ space. And no matter how much Homura cared for her friend, it still felt like a violation of her privacy. To say she didn't have experience with the typical habit of teenage girls having sleepovers would be an understatement, after all.

"Here we are," Madoka's voice carried her happiness, as she entered her room, "I know it's not much."

"You're always so humble Madoka," Sayaka laughed, "You've got a nice room y'know?"

It actually wasn't the first time that Homura had seen this room. See had seen it before on several occasions...every time she had killed Kyubey to prevent Madoka from contracting when the monster came to her home. But she had never actually been _inside_ the room before. It was nice and comfortable, bright colors completely unlike her own dark room. The overabundance of plushes was simultaneously cute and childish...like Madoka herself, come to think about it. The surroundings were hardly the important thing though. That was the girl who was nervously looking at Homura and her 'cousin', a light flush on her cheeks.

Clearly she was also uncomfortable.

"Well...is this okay, Homura-chan? Rukia-chan?"

"I...I..." Kuchiki-san was struggling for words, before she jumped towards Madoka's pile of plushes, "So cute!"

"Rukia?" Sayaka blinked, spinning slightly as the girl shot past her.

Homura just blinked, certainly never seeing _this_ side of her 'cousin'. Granted, she knew Kuchiki-san liked things like this thanks to the Chappy thing. But her going straight for the plushes like that?

"Eh heh..." Madoka laughed lightly, "Rukia-chan, you like plushes?"

Kuchiki-san turned her head, violet eyes wide as a slight flush stole over her cheeks, "Like? I love them!"

"Seriously, you two aren't really related are you?" the bluenette in the room spoke, completely deadpan.

 _Technically, no._

"We are," Homura lied, "though admittedly, we do have different likes."

"And completely different personalities..."

Well, there was hardly a point in denying _that_ really. It was the truth after all. Kuchiki-san, unless she was wearing what was becoming apparent as her own mask, was nothing like Homura. Granted, by playing their relation off as cousins it made it easier to wave that off. Most cousins didn't act like each other, as they were not _that_ closely related. Even siblings could be different, so far as the only-child Homura knew. That being said, it was best to keep Sayaka's mind off that subject. While it was a joking question, the fact she asked if they were really related was too close to hitting the proverbial nail on the head.

Homura had _zero_ intention of Sayaka finding out about shinigami and what Kuchiki-san really was. Not until it was necessary...likely, after she became a Witch and they had to have Inoue-san revive her. Because the more she thought about it, the more Sayaka's fate seemed like a 'fixed point' in the timeline. No matter how many times Homura went through this loop...that at least, never changed. Mami dying before Walpurgisnacht as she had in this timeline was _common_ , but it did not happen every time. Kyoko was sometimes helpful, sometimes antagonistic until the end.

But Sayaka Miki...she always...

"Homura-chan?"

"Madoka?"

The pinkette was sending her friend a worried look again, "Are you okay? You seem...sad."

"I..." Homura didn't know how to answer that question. Especially not in the current company.

Somewhat surprisingly however, Sayaka seemed to realize that before anyone else did.

"Hey, Madoka!" the bluenette asked quickly, "You got that Playstation set up?"

"Of course!" her friend grinned, "Dad set it up in the main room when I asked about having friends over. Since you love playing on it, Sayaka-chan."

Sayaka grinned right back, though Homura could tell it was a bit forced, "You know me too well my dear wife. Hey, Rukia! Feel like playing some games?"

"I haven't played any in my life..." the shinigami looked supremely unwilling to move from her perch, having pulled a manga out of seemingly nowhere as she sat, covered by Madoka's plushies.

"Come on! After that thrashing you gave me earlier, you owe me," Sayaka held up a fist, though the action was countered by the smile on her face, "And I think those two need some time alone."

Kuchiki-san blinked, before looking over at Homura and their hostess. Her eyes widened slightly, before an understanding expression crossed her face. Homura knew what that meant...she had seen whatever had broken through the mask. It seemed like every time that the Magical Girl thought she had mastered her emotions and how to hide them, something broke.

"Oh fine. But I'm not losing, even if I've never done this before!"

"Those are fighting words!"

"Of course."

The two friends 'bickered' as they left the room, though Sayaka sent a serious look back as she left. Homura may not have known the bluenette as well as she knew Madoka, but she could easily read what was left unsaid.

 _If you do anything to hurt Madoka, you have to answer to me._

And with that, she left the room...left Homura alone with Madoka, who was sending her a worried look...

* * *

 **AN: There we go. I should note that Sayaka isn't going to be suddenly fighting at a level where she can solo Kyoko or anything. She'll be _better_ but it'll take time to really properly train her.**

 **Also, Rukia actually _does_ act that way around plushes, for those who aren't familiar with Bleach. Case in point...in one of the fights in the previous Arc, she got stuck fighting someone who surrounded her with giant plushes. Cue Rukia gathering them in her arms while screaming that she wouldn't be distracted by cute things. Yeah.**

 **Reviews:**

 **Krazyfanfiction1:** No, they don't have her head.

 **Derook:** No real plans for Hollows at the moment. While it hasn't come up, I'm running on the assumption that Witches and Hollows sorta cancel the other out. Hence, no Witches to encounter in Karakura for the Bleach cast, and no Hollows in Mitakihara for the Madoka cast. Otherwise one side or the other would have run into them by now.

 **SilverstormXD:** I'm running on the assumption that a destroyed Soul Gem=Soul Destruction in the Quincy style. Whatever Kyubey does to them basically snaps the soul off the normal path of Soul Society - Reincarnation.

 **mafia king:** I'm not going to totally rule out other Bleach cast members showing up (Ichigo most certainly is coming back later) but at the same time, I can't say they will. It's a toss up really, depends on how the story goes.

 **Duncan0Idaho:** Answered in PM. Thanks for the review too!

 **thefluffyone93:** The purified Seed won't get a plush actually. It'll get a gigai, since sticking a _human_ girl into a plush when said girl already gave into despair once...would probably not end well.

 **Guest:** Well I hope you just find fight scenes in general boring and not mine in particular.

All joking aside though, glad you like the character interactions. A lot more of that coming in the next couple of chapters.

 **Ikiizie:** It's no problem that you missed chap 8. I'm glad you were able to review this one and are still enjoying the story as well.

 **AN: 8 this time. We're back in good form. Hope everyone enjoyed this chapter too!**


	11. Secret Revealed

**AN: Next chapter is up. This one fought with me a bit, I'll admit. It was difficult to do the Homura/Madoka conversation right. Hopefully I did well there.  
**

* * *

 ** **Sayaka Miki, Kaname Residence****

* * *

Sending a look over her shoulder as Madoka's door shut, Sayaka sighed before shaking her head. The tension with those two was obvious enough that _she_ noticed it. And as Hitomi liked to point out in more out-of-character moments...she wasn't the type to notice said tension normally. But with Homura and Madoka, it was kinda...really obvious. Maybe not with the stoic girl, but her old friend wasn't hard to read at the best of times. Madoka always did wear her heart on her sleeve, and it was easy enough to see how worried she was about Homura.

"Man, those two need to figure out whatever it is that's bugging them," the bluenette sighed again, looking down on Rukia, "Right?"

"No argument here," Rukia replied.

"You don't know what's bugging them either do you?"

The other girl shook her head in the negative, "Not at all, no. I know that Homura values Madoka's happiness more than her own, but I couldn't tell you why."

Sayaka frowned, "She does? Huh, you wouldn't be able to tell with how she acts."

"Homura is just...a bit..."

"Bad with emotions? Dull?"

Rukia smacked her friend's arm, "Really?"

All she got back was a grin, Sayaka laughing a bit at the look on Rukia's face. She couldn't help it...it was amusing to see the other girl practically pouting at her after all.

"Anyway, enough about those two. You ready to lose Rukia?"

A dull look was the answer to that question, "No."

"Well let's see how well you do then! To the game room!"

In all honesty, the bluenette had moved the discussion along for a different reason. Talking about Homura and Madoka without them around felt bad to say the least. Better to focus on beating Rukia senseless at video games. Because it was not an understatement to say that Sayaka _really_ wanted payback for losing in their training duels. If she couldn't touch the shorter girl at that, then she'd at least win at this!

Well...that and it would keep her mind off the missing member of the group. Even if she didn't show it, Sayaka was still hurting badly from what had happened to Mami. About the only way she could keep her mind from wandering in that direction was the sparring with Rukia and trying to one up the other girl. It was a band-aid in a way, but at least it worked somewhat. Only somewhat though...

 _Mami...you should be here too..._

Shaking her head, Sayaka forced her mind away from such depressing thoughts.

"So what game are we going to play anyway?" Rukia's question also helped to be fair.

"Who knows," the bluenette shrugged, "Let's see if Madoka got any new ones first!"

Rukia just shrugged, "If you say so. I never played any games with Ichigo so I wouldn't know where to start."

"You poor soul," Sayaka held a hand over her heart, "You've really never played games?"

"No."

"Well we'll just have to pick something easy then..."

Putting a finger on her chin, Sayaka walked to the relatively small collection of games the Kaname family owned. Madoka wasn't much of a gamer herself, so most of these were here explicitly for _her_ use. As such, Sayaka already knew what to expect. Now, picking something out for Rukia would _probably_ not be as easy. Especially if the other girl really _had_ never touched a game in her life. Which seemed odd to the bluenette, but hey, not everyone out there was a gamer after all.

"Hey, Sayaka."

"Huh?"

Turning away from the games, the teenager blinked blue eyes when she saw Rukia looking at her with a serious expression. Outside of their spar, such an expression was much more fitting on Homura's face than Rukia's so Sayaka stopped what she was doing. If her friend was being serious, it was _probably_ important after all.

"Are you okay?" the shorter girl asked out of the blue.

"Eh?" Sayaka blinked, a light blush coming to her face, "I'm totally fine Rukia! What, you hoping I'll not be good enough to beat you?"

"Not at all," Rukia smiled slightly, "I didn't have a chance to ask earlier, but are you _really_ okay? After what happened?"

 _She's asking this_ now _?!_

Keeping her panic off her face by some minor miracle, Sayaka scratched her head nervously, "I...I..."

"I know it has to be hard on you," the shorter girl walked forward, sitting on the ground next to her friend, "Losing Mami like that."

Sayaka sighed softly, falling to the ground next to the other teen, "It is. I mean, I know there wasn't anything I could have done...but I'm getting nightmares all the time now. Seeing that happen to Mami...I still freak out whenever I think of it y'know? I'm weak but...I just can't stop thinking about it. If I had just wished sooner..."

"That's not your fault though," Rukia placed a hand on her friend's leg, "If anything, it's my fault for not being there to help. I know that Mami didn't want me along anymore, but I could have forced the issue."

"Nah, then she'd just hate you."

A small laugh came from both girls at the thought of Mami glaring at the short girl, hands on her hips as she scolded her for pushing matters. It seemed like something she would have done.

"Still, I am sorry I wasn't there to help."

"Not your fault Rukia. Not anyone's fault other than mine for getting caught in the first place."

Rukia just sighed, "Not really. If only I could have done more to help her than I did."

There was way more than a little guilt in Rukia's tone, getting Sayaka to stare at her. Sure, she had been late. But she did everything she could, didn't she? Questions aside though, talking about Mami was the last thing she wanted to do. As such...

"Okay, enough about that. Let's get to the games!"

She could focus on other things for now.

* * *

Two girls sat in awkward silence, neither able to form words for the other. If one were just looking in from the outside, it might seem like the two were having problems with a relationship or something similar. The awkwardness pervading the atmosphere would certainly have lent credence to that idea. But in the end, that was...actually fairly accurate. Not in the romantic sense like one would expect, but for Homura Akemi at least, this very much _was_ a problem with her relationship...with Madoka Kaname. The only person alive or dead who could break through her mask without even meaning to do so. And she knew...Madoka had seen her sad enough times now, that she was going to want answers of some form. Even though her dear friend was kind and would never pry into a private issue, she was also the type to always want to help, even if her help wasn't necessarily wanted. Which meant...

That Homura was going to have to tell her something, even if she wasn't by any means ready for that. Understandably, she didn't know how to proceed. She couldn't admit to being a time traveler...that was too much, far too fast...wasn't it? But on the other hand, Madoka would want some sort of answer. So she had to give _something_ , even if not the full truth. Homura just didn't know what to do.

"Homura-chan?" nor would Madoka give her enough time to think about it, "Why did Sayaka-chan say we needed time alone?"

 _Her innocence is...a blessing, and a curse._

"I believe that she wants me to talk to you. Or that you had questions for me you couldn't ask in mixed company," the Magical Girl replied.

"Questions?" her friend tilted her head, "Um...I am curious why you seem so sad all the time."

Evidently her mask wasn't working well on Madoka at all then.

"Sad?" not that Homura would _admit_ to that, of course.

Madoka nodded, "Yeah. I...don't know if anyone else noticed, but when you look at me it looks like you want to cry. Di...did I do something?"

"No, you didn't do anything!"

It was, if nothing else, a sign of just how ludicrous the idea was to her that Homura actually raised her voice slightly. Madoka could _never_ do something that would upset her friend. Frustrate her? Certainly, as Homura got frustrated quite often with Madoka's selflessness and willingness to put herself in danger despite everything she did to protect her. But she could _never_ do something to upset her...other than dying, which was beyond the pinkette's control. Of course, that wasn't to say she didn't feel like crying when looking at Madoka.

Because, even now, Homura still had nightmares of the earlier timelines. And seeing Madoka, still brought those horrible feelings to the front of her mind.

"Then why are you so sad, Homura-chan?" Madoka asked, seemingly ignoring the slight raising of her friend's voice.

"I..."

"You can talk about it with me, you know?" the pinkette continued, gentle smile on her face. A smile that still melted all walls Homura tried to put up.

"Madoka..." she spoke softly, "Are you certain you want to know? No matter what it is?"

There was that grin again, "Of course! You're my friend Homura-chan, and I don't want you to be sad. No matter what it is."

 _She always did care too much...Madoka..._

Homura took a breath to fortify herself, and ran through ideas on what she could tell her friend. But no matter how she thought about it, and what she could do...it all came down to one simple thing.

She was tired of lying to her friend. She had not told Madoka the truth this early since the third timeline...so, so long ago.

"Take my hand," Homura finally spoke, a flash of purple surrounding her as she transformed...shield already on her arm.

The other girl nodded, though a confused expression was on her face, "Homura-chan?"

"Trust me Madoka," her friend replied.

"I've always trusted you Homura-chan."

Those words, spoken with such conviction, had Homura's hand shaking as she took Madoka's in it. Hearing that Madoka trusted her and always had...it would take a stronger girl than her to not be effected by those simple words. She hadn't heard them from those lips in so long though...that hearing them all over again made her heart constrict again. The pinkette was so caring...so nice. Homura had pushed her away so often that she had almost forgotten that when she was close to Madoka, the other girl would trust her with her life.

Perhaps, Kuchiki-san was correct in the end...the easiest way to protect Madoka was to be her friend. Because if she was her friend, Homura could be close to her. And, deep down, the one thing that _she_ desired more than anything else was to be close to Madoka. In the end...this might work in her benefit.

"Watch carefully Madoka," Homura spoke, her voice softer than it normally would be.

Her friend tilted her head, "Watch wha...Homura-chan! What's happening?"

Madoka's confusion was understandable, considering what had happened. The shield on her friend's arm had opened up, sand flowing and gears turning in a rhythm as familiar to Homura as her own heart beating. If it were just that, it wouldn't have confused Madoka though. No, what confused her was the way the world ground to a halt. Kuchiki-san and Sayaka's excited shouting stopped mid-shout, as the computer at the pinkette's desk suddenly froze in the middle of whatever it had been doing.

"Everything stopped," Madoka breathed, voice awed, "Homura-chan! Is this your power?"

"Yes," the girl answered, unable to hide a small grimace at the awe in her friend's voice. She still didn't believe she was worthy of Madoka's awe...especially not for her _curse_.

Of course, her friend didn't notice. She was too busy being awed by the power...even if it wasn't half of what Homura Akemi could really do.

"You can stop time?" the pinkette asked, looking at her friend for confirmation.

In response, Homura gently pulled Madoka to her feet, "Follow me."

With that, the two girls walked out of the room. The first destination in the unnaturally quiet house was, of course, the main room. When they entered said room, Madoka gasped, letting go of Homura's hand to go run to her other friends. Because Sayaka and Rukia had been frozen in the middle of a game, Kuchiki-san with a look of frustration on her face, as the bluenette jumped to her feet, wide grin as she pointed at the screen.

The problem with that was fairly obvious though. The moment Madoka's hand left Homura's, _she_ froze as well. Until the dark-haired girl grabbed hold of it again anyway.

"Homura-chan?" Madoka blinked, "What...?"

"If you are not touching me, you will freeze as well," the time-traveler explained, "It is why I have to hold your hand."

"Oh..."

Casting a look back at the other girls, Homura pulled her friend back to her room.

"But why would this make you sad, Homura-chan?" she continued, confusion lacing her tone.

It wasn't until they were back in the room that the dark-haired girl was willing to answer that question. And even then, only for a certain value of 'willing'. She still didn't feel comfortable telling...telling Madoka the truth. But if she didn't do it now, she would never do it. And the part of Homura that wanted to keep her secrets and do everything alone was being drowned out by the part that wanted...no...the part that _needed_ Madoka's approval. Needed the comfort of knowing that her dear friend would know the horrible truth. No matter how it went.

So, with that in mind, she resumed time, and looked Madoka directly in her pink eyes.

"That is not all my power can do," she spoke, voice admirably stoic.

Madoka tilted her head in confusion, "It isn't?"

"No. I...i..." though when it came time to actually tell the truth, Homura's voice began to crack, "I'm not from this time. I'm from the future...that is my true power."

"From the..." Madoka clearly didn't know how to react to that statement, her eyes widening in shock, "Homura-chan...what do you...how..."

Homura wanted to answer that question with every fiber of her being. But still, something held her back...the worry that Madoka would hate her. It was illogical and should never have even entered her head as such. But the cold vice on her heart remained, and it refused to leave. Homura Akemi valued _nothing_ more so than Madoka Kaname's affection and opinion.

The thought that she might hate her was too hard to bear.

"Wait," the pinkette's voice still sounded confused, but there was a curious hint to it now, "you said that Sayaka-chan's powers are the way they are because she wished to heal Kyouske-kun, right? You said that a Magical Girl's wish influences...Homura-chan, what did you wish for?"

And there it was...the question she dreaded. The answer to _everything_ related to Madoka Kaname.

"Madoka..." Homura's voice cracked further, the harsh sting of tears in her eyes now, "I've redone this month so many times. Every time I...I've watched you die. Every time, no matter what I try, I...I..."

The widening of her eyes showed that Madoka was beginning to understand. Homura just continued speaking, pushing through the raging emotions that were finally free from her mask. Even as it felt like a knife to her heart with each syllable.

"My wish...was to protect _you_ , Madoka. I wished that...that I could come back and...meet you again. Protect you, like you protected me. But every time I redo this month...you keep getting further away! I don't know what to do...every time I try, it gets harder. Every time I feel like I'm losing you more and more. It hurts so much..." Homura felt tears running down her face, her hands shaking slightly, "you don't even really know me anymore...I just started at your school. But I know _you_ , Madoka. You're...my..."

As she finished, the Magical Girl looked at the floor, hands clenched into fists as she tried to reign her emotions in once more. She _hated_ feeling weak. Especially in front of Madoka, who might as well think she was crazy now. How else could she react...

"Homura..."

Before she knew what was happening, Madoka's arms were thrown around her. Homura froze in place, eyes widening in shock, even as tears still fell. She didn't know how to react...Madoka was _hugging her_ tightly. And this wasn't like when Mami had died. There was no desperation in this hug. No shaking and wetness from the pinkette. All that Homura felt was her friend's arms...her warm arms, holding her close. She could feel Madoka's heart beating against her chest, feel the warmth of her body against her own. Feel her breath against her neck, as the other girl squeezed gently. It was...

 _Madoka...I..._

...soothing. That was the only word that Homura could use to describe the feeling. Like a blanket draped over her body. This was nothing like the hugs she had received in earlier timelines. Those had...always been brief, or joyful. This...was soft and kind, so much like Madoka herself. So much so, that Homura began to shake when her body finally registered what was happening. Conflicting joy and sorrow raged through her body, and she didn't know how to feel.

"You have to hurt so much," Madoka finally spoke, arms tightening slightly, "Homura...how long have you been doing this?"

"So long..." she replied, voice low and broken, "I...I don't even know how long it's been anymore."

"All of this for me," the pinkette still spoke softly, not judging in the slightest, "why? I'm nothing special Homura. You shouldn't put yourself through all of this just for me."

That was enough to shock Homura out of her stupor, if not enough to make her move out of her friend's gentle grip.

"Madoka, you're worth _everything_. I don't care how many tim...times I have to go through this. It will all be worth it in the end, when you're safe and happy. It doesn't _matter_ to me what it takes, so long as you're okay."

"But why me? Homura-chan..."

It didn't surprise her that her friend couldn't comprehend it. Madoka never believed she was special, no matter the fact that she _was_. She was the most important thing to Homura, and that wasn't for no reason.

"There isn't anything about me worth putting yourself through this," the pinkette continued, pulling away slightly to look in her friend's eyes.

Homura felt her breath catch in her throat. There were tears in Madoka's eyes now, a watery smile on her face. It made her want to hug her friend back...she _hated_ everything about seeing Madoka sad. Especially when it was herself doing it to the girl.

As such, "You saved me."

"What?"

The time-traveler continued, her voice gradually growing stronger, "Madoka, I was so weak. It was _me_ who had nothing special about myself...I was just a weak girl who didn't have any friends."

"But you're so cool Homura-chan!" Madoka protested.

 _I'm not at all. You're seeing more of my true self than you ever have...at least in this timeline._

"No I'm not," Homura shook her head, "I...if you hadn't saved me from a Witch..."

Madoka's eyes went wide, "Sa...a Witch? I was a Magical Girl?"

It was remarkable just how accepting the other girl was of this...all of this. Homura had expected more disbelief, if not Madoka pushing her away. Instead, there was only disbelief at the idea she could be a Magical Girl...not at the fact that her friend was supposedly from the future. Maybe the girl _hadn't_ been lying after all, when she claimed that she trusted the time-traveler implicitly. Even so, it still felt too good to be true.

"Yes, you were," she answered, voice growing weak again at the memories of the first three timelines, "you were one of the most powerful Magical Girl's I've ever seen."

And she wasn't even lying. Madoka may not have been as strong as Mami or Kyoko, but she was _not_ weak.

The pinkette's eyes stayed wide, as she stared at her friend, "Then why don't you want me to be one now, Homura-chan?"

There was the one thing that Homura couldn't bring herself to answer, even now. Madoka herself had made her _promise_ that she never became a Magical Girl, once the truth about Witches was revealed. It was true that this Madoka had not had the same experiences and may have a different view on the situation. It was equally true that thanks to Inoue-san and perhaps even Urahara, they had a way to return a Magical Girl from her Witch form. So in the end, turning into a Witch may not be the ultimate fate of a Magical Girl any longer. That made the idea of being one significantly less worse than it had been before, where turning into a Witch had seemed like the end of her life no matter what happened. She had accepted that fate so long as Madoka was happy, but still.

Even so, she had _no_ idea of what a Magical Girl brought back from that state would be like. Would she be the same as before and not remember being a Witch? Or would she remember everything and still have the desire to cause despair and destruction wherever she went? Homura had no idea which was the case, and that was one reason she still didn't want her friend to be a Magical Girl. Of course, the most _important_ reason was the promise...and the desire to keep Madoka safe from everything that may harm her.

"I want to protect you," Homura answered, not telling a lie but not the full truth either, "that's all I wished for...all I've ever wanted Madoka. To keep you safe and happy. _Please_...don't become a Magical Girl. I can't protect you if you are."

Madoka nodded seriously, "Okay, I won't then Homura-chan. Unless you need _my_ help. I don't want you to fight alone if you don't have to."

"I have Rukia and Sayaka," the Magical Girl pointed out.

"Yeah, but they can't be with you all the time right?" her friend countered, small smile on her face, "I won't let you fight alone anymore if something happened to them. Homura-chan...I want _you_ to be happy too."

The time-traveler didn't know how to react to that statement, "Madoka..."

"You're my friend, Homura," the other girl continued, "And I want my friends to be happy. Please, don't push me away...okay?"

"I won't," Homura answered...and that answer was surprisingly truthful in the end.

Her friend smiled widely, pulling the time-traveler into a crushing hug, "You're not alone anymore Homura-chan. You have me...you have Rukia-chan and Sayaka-chan. We're all here for you. We're all here to help you. Just...remember that, for me?"

Homura nodded, not trusting herself to speak. She still hadn't told her friend everything...she hadn't told her about Walpurgisnacht. But right now...it didn't matter.

"Now, let's go see if Dad's done cooking," Madoka continued, pulling away...leaving her friend feeling cold without the comforting feeling of her arms around her.

Though that feeling didn't last long, as the pinkette grabbed her hand and pulled Homura behind her. The two girls soon arrived at the main room, where Ku... _Rukia_...was sitting sullenly, looking in any direction but at a smugly grinning Sayaka Miki. Considering the television showed some variety of video game- Homura didn't know or particularly care about details -with one player at a significantly higher level than the other, it didn't take much to guess why they looked like that. It was amusing to be sure...the shinigami was by far the better swordsman, but she was clearly outmatched at what Sayaka was good at. And on top of that...

Such a _normal_ view was a sign of what Madoka had been saying. Homura Akemi wasn't alone any longer. Mami may have still died in battle, but she had Rukia and Sayaka here to help against Walpurgisnacht. And Madoka was safe...while still being her friend. This was the first time in what felt like years that Homura had been this close to her friend...even _longer_ since she had been close to any others. It was...

Nice...well and truly nice.

"About time you two got out here," Sayaka broke in, per usual, "Rukia's not very good at this, so I kinda want to see if Homura's any better."

"Well excuse me for not being used to video games," the shinigami scowled, still refusing to look in the bluenette's direction.

Sayaka just grinned at her, "Well it's nice that I'm better than you at _something_ Rukia!"

"Whatever."

Clearly, the shorter girl was a sore loser. Homura cracked a small smile at that...she didn't think her 'cousin' was like that. It was amusing, to be sure.

"So, you up for some games Homura?" the bluenette turned back to the taller girl, grin on her face.

"..."

Resisting the urge to turn to Madoka for assistance- something that wouldn't help since she had gone to talk to Rukia about something anyway -Homura just sighed softly. She had no idea what she was being roped into. But maybe...just maybe...this might be fun.

"Very well," she finally agreed.

"Yes!" Sayaka pumped her fist, "I hope you're better than your cousin Homura, or this is going to be quick!"

A long-suppressed competitive urge came up at that statement. She couldn't lose to _Sayaka Miki_ could she?

"It will not be that easy," the time-traveler countered, sitting down next to...her friend.

Sayaka grinned again, "You say that now. But I'll have you know I'm an _expert_ at this."

The way the other girl popped the word 'expert' showed how cocky she was. At one point, Homura might have been frustrated and annoyed by that. Now? She just took it as one of the best signs she could possibly have. Because a happy and cocky Sayaka Miki was one that wouldn't turn into a Witch. The longer she was like this, the better in her opinion. Even if it was still a bit annoying. She just had to show her classmate that the girl wasn't as good as she thought. Because Homura never lost at anything...other than Walpurgisnacht. But thinking about that horrible Witch was better saved for tomorrow.

Tonight, she just wanted to relax.

 _This...this is what I wanted,_ the Magical Girl reflected, as she began creating a character in whatever game Sayaka had selected, _Madoka is happy and carefree. She has become my friend once again, and despite Walpurgisnacht still looming, the situation is...peaceful. Mami Tomoe may have fallen, but Sayaka Miki is still happy and indeed, happier than usual as she is my...friend. Rukia is proving to be a good influence in that regard. Perhaps..._

The timeline had quickly become exactly what Homura had always wanted. Hearing Madoka laughing merrily as Rukia told some form of story about Kurosaki-san. Seeing Sayaka next to her, biting her lip as she tried to resist the urge to look at what Homura was doing with her character. Hearing the elder Kaname's talking quietly in the kitchen, unable to know exactly what they were saying but hearing the contentment in their voices. All of this made the Magical Girl realize one thing.

She was _happy_. It had been so long since she had felt anything but sadness and resignation, mixed with the determination to take just _one more_ try to finally save Madoka. Happiness, contentment, joy...all of those feelings were as foreign to her as whatever constricted her heart when she had Madoka smile at her. And yet, it could be said that Homura felt _all_ of those at this moment. Happiness that Madoka herself was happy. Contentment in the knowledge that at least until Kyoko Sakura showed up things were going to be peaceful and quiet, beyond the occasional Witch hunt. And joy...joy at how this timeline seemed to be going remarkably well, beyond losing Mami.

 _I_ have _to defeat Walpurgisnacht this time. I will_ not _lose this timeline. I cannot lose it._

But for now...

"Bring it on Akemi, you're going to get creamed!" Sayaka boasted, as the screen finally turned to the game itself.

She could just enjoy life, for the first time in what might as well have been years.

"I believe it will be _you_ who loses, Sayaka Miki."

And make sure that her new friend didn't get _too_ cocky with her skill. After all, Homura refused to lose at anything from now on. No matter how childish it may have been.

* * *

 **AN: That's what I meant. It's rather difficult to keep Homura in character while she's breaking out of her shell somewhat. I hope I did well there.  
**

 **Reviews:**

 **Krazyfanfiction1, GGFBank:** Thanks for the reviews!

 **Belletiger BT:** Kyoko's next chapter actually.

 **SilverstormXD:** I did make an original Witch back in the first chapter...I'm just focusing more on the characters than the conflict right now, since I find it more fun to write. *shrug*

I put that they _assume_ Kyubey only has a fragment of his soul in each body. Really, they don't have the slightest clue where Incubators keep their souls to allow for the theoretically unlimited bodies.

 **Ikiizie:** Well, Homura's slowly breaking out of her shell.

 **Guest:** Glad you liked the interactions there.

 **AN: And there we go. Difficult as this chapter may have been, I hope everyone enjoys it. It's hard to believe we're nearly at 80 reviews and 100 followers...I didn't expect this much when I started, that's for sure.**

 **Again, I hope everyone enjoyed the chapter.**

 **Now, to get back to writing that new Madoka/Nanoha story that won't leave my brain...**


	12. Kyoko

**AN: Moving right along...we finally get our last canon Magical Girl here.  
**

* * *

 **Kaname Residence**

* * *

"Homura-chan..."

Hearing her name whispered in her ear, Homura Akemi was wide awake within seconds. At first, she was highly confused by where she was located...the room was unfamiliar, and clearly not her own apartment. Or the hospital, for that matter. So where was...even as her mind began asking that question, it had its answer. Madoka's room...the sound of Sayaka snoring in the background just made that more clear. It felt...distinctly odd to wake up in this room. Going from never even entering it to sleeping in the room with Madoka, Rukia, _and_ Sayaka all in one night had been a bit more than she was used to even. To a certain extent it made her happy...being that close to her dear friend. On the other hand, it had made Homura _highly_ uncomfortable. Sleeping in close proximity to that many other people had been more than she was comfortable with.

That being said...

"Madoka?" the time-traveler whispered back.

A grin greeted her, as the pinkette's head swam into view, "Good morning Homura-chan."

"Why did you wake me?" the young girl pushed herself up, looking at the fact that Rukia and Sayaka were clearly still asleep.

"Sayaka-chan always sleeps late," Madoka replied, grin widening slightly as a snore rang through the room, "Rukia-chan looks comfortable...but I wanted to talk to you about something."

Understandably, Homura was instantly on alert at that statement. Anything Madoka had to talk to _her_ about had to be important.

"Yes?" she asked, getting to her feet as Madoka looked at the door.

Once the two girls were in the hall, the sound of cooking from the kitchen covering any talking, the pinkette turned back to her friend, a serious look on her face now.

"Homura-chan...now that M...Mami-san is d...dead," it was clear that she was still upset by that. It made Homura want to hug her, but even _now_ she still held back, "What's going to happen? Sayaka-chan is a Magical Girl now, and you're here...but..."

"You want to know if someone else will come to take her place?" the time-traveler hit the nail on the head, so to speak.

Madoka nodded weakly, a sad look on her face, "Yes..."

"The answer is yes," Homura replied, a small frown crossing her face, so small that only Madoka could- and did -notice, "even if not for my...power...I would know that. Magical Girl's are highly territorial, as we have to be, in order to collect enough Grief Seeds to continue living. Mitakihara was Mami Tomoe's for years, and the moment she died..."

She didn't need to elaborate. Madoka's unflinching kindness, that drew Homura to her in the first place, meant she wouldn't want to think ill of others. But on the other hand, she wasn't stupid or anything like that. Her friend had just said that Magical Girls were extremely- _extremely_ -territorial. It did not take a genius to then extrapolate that the moment a rich hunting ground like Mitakihara was 'empty' more would flock to the area to take it for themselves. Of course, the time-traveler already knew when and _who_ that meant. So far as others went, at least she was a decent Magical Girl.

Not that first impressions would lend much to that...

"Do you know who will be coming?" Madoka asked softly, "Will they fight Sayaka-chan? Fight you?"

Flipping her long hair, Homura nodded, "I do know who will come. Kyoko Sakura, a veteran Magical Girl who once worked with Tomoe. Unfortunately, she will likely fight Sayaka. I will avoid conflict myself, but their personalities and beliefs will lead to conflict. It always has."

"Will they hurt each other bad?"

There was real fear in Madoka's eyes now. Not fear for herself, bless her, but fear for Sayaka Miki. And perhaps, for Kyoko despite never having met the girl. Madoka just had that big of a heart. Homura gently took her hand, willing herself to remember that Madoka _preferred_ physical contact to calm her down. She wasn't one to just take words.

"They might," that being said, she couldn't _lie_ , "They might not. That depends on how skilled Sayaka is at combat, and if they meet when I am not there to diffuse the situation."

Her friend nodded, "Is that why Rukia-chan is training Sayaka-chan?"

"No," Homura replied, "You are the only one I have ever told my secret, Madoka. That includes Rukia. We are training Sayaka entirely because she needs it, not to fight Kyoko."

 _I need both of them alive. Training Sayaka to fight Kyoko would be counterproductive, as it would hurt our chances to defeat Walpurgisnacht. We might be able to restore Sayaka from being a Witch if she once again succumbs, but we cannot bring her or Kyoko back to life._

"That's good," Madoka's smile widened slightly, a sigh of relief coming from her, "I was worried."

"There is no need to be."

Her friend just smiled wider, humming a little tune as she walked towards the kitchen. Homura sent a look back at her friend's room, door still shut, before she followed after the other girl. Might as well take advantage of time alone with Madoka...well, alone aside from presumably her father cooking in the kitchen. A theory confirmed when the two girls reached said room. Mr. Kaname was cooking something or other, the smell making even Homura hungry. She had been forced to admit the previous night that the elder Kaname truly _was_ the best cook she had ever seen.

Even Rukia had been highly torn between Mr. Kaname and Yuzu Kurosaki. And it seemed like more of that food was ahead, which honestly did not surprise her overly much. In the short time she had known them, the entire Kaname family seemed to have the same unflinching kindness that their only daughter did.

"Good morning Dad!" Madoka smiled widely as she walked in.

"Good morning Madoka," her father replied, turning around with a gentle smile on his own face, "And good morning Akemi-san. I'm guessing that Sayaka and Kuchiki-san are still asleep?"

Madoka nodded, her smile turning sly. Something that was _quite_ odd on her face, at least to Homura.

"Yeah, Sayaka-chan's still asleep. I'm surprised that Rukia-chan is too though."

No mention of the fact that _she_ had been asleep. Homura could hardly complain about that, considering the sly look was being mirrored on Mr. Kaname's face. Clearly, Madoka had inherited something from her father at the least. It did make her feel rather bad for Rukia and Sayaka...but only for a second. The rest of her was just...happy...to see this normal familial interaction. Madoka truly did deserve to stay like this.

Mr. Kaname cleared his throat, "I think your mother is still in bed too. Tatsuya is trying to wake her up...think you could give him a hand?"

The girl's smile widened, "Yeah!"

And before Homura could so much as blink, Madoka was past her and heading down the hall with a purpose in her stride. It was...interesting...to say the least. She hadn't seen that determined gait since her friend was a Magical Girl. Quite odd.

"Akemi-san," the older man spoke up, "Do you mind helping me with this?"

Shaking her head to clear those random thoughts, Homura nodded, "It's no problem."

"I need two more eggs and some bacon from the fridge."

Homura did as asked, pulling the food from the surprisingly well-stocked fridge. It was only her combat hardened instincts that prevented her from _dropping_ said food when a female scream rang through the house. Immediately on guard, Homura's violet eyes were already looking towards the door, calculating how much time it would take her to transform, stop time to set the food down, and get to wherever Madoka had gotten off to. Before she could act on that, however, a deep chuckle came from behind her. Looking over her shoulder, she saw a fond and somewhat amused smile on Mr. Kaname's face as he shook his head slightly.

"Oh Junko..." he smiled directly at Homura, "She always was dramatic in the morning. Are you okay Akemi-san?"

"...yes. That merely startled me."

"I can still remember the first time Sayaka stayed here," the amused look was out in full force now, "the poor girl was so scared."

 _That, I can easily imagine. I would have been much the same...at one point in time._

"Anyway," Mr. Kaname continued, "it is nice to see that Madoka has made such a wonderful new friend."

It was understandable that hearing that brought Homura up short. Even as she set the food in her hands down, she turned to see a kind smile on the elder Kaname's face once again. A smile directed at _her_ and nothing else.

"Madoka is always talking about you Akemi-san, more so than your cousin," he continued, chopping up vegetables as he went, "you are as beautiful as we've heard, and as courteous."

 _Beautiful?_ there was that uncomfortable feeling around her heart again, _Madoka...thinks I'm beautiful?_

If Mr. Kaname noticed how uncomfortable the girl felt, he didn't comment on it, "What I mean to say is this...thank you. Madoka has only really been close with Sayaka and Hitomi. It is very nice to see her making new friends."

And now there was a slight flush to Homura's pale cheeks. She had known quite well that Madoka only really had her two best friends...beyond the first few timelines, where she had made a concerted effort to be close to her friend. But hearing it from her _father_ and knowing that he was _thankful_ that Homura was friends with his daughter...that was something she hadn't been really prepared for. Even if she wouldn't admit that vocally, the fact was it was true. She had always looked at being friends with Madoka as something for _her_ benefit. She hated that, but it was the truth nonetheless.

But this timeline was throwing all of that out the proverbial window. Sayaka Miki was happier than ever now that she had Rukia- and to a lesser extent, Homura herself -as friends. Even the death of Mami Tomoe wasn't weighing her down anywhere near where it should. And Madoka's father, perhaps her mother as well, were genuinely happy and _thankful_ that Homura was friends with the pinkette. And Madoka herself...she was happier than her friend could remember seeing her...in so long.

"Is that bacon I smell?

That being said, leave it to Sayaka to ruin the moment.

Mr. Kaname chuckled, "I should expect your nose to wake you up where Madoka can't by now, Sayaka."

"You know me, always happy to sample your food Mr. Kaname!" the bluenette walked into view, her equally blue pajamas ruffled from sleep.

"I can't believe I slept this late..." a much more morose Rukia followed, her own yellow clothing much more like Madoka's, "I _never_ sleep this late."

 _That I do not doubt._

Even if it didn't show on her face, Homura was amused by her 'cousins' reaction. Rukia was the type to always be up early, even in the short time that Homura had known the other girl. She wasn't the lazy type, and would always work when given the option. Something about her duties as a Lieutenant and a noble...though, admittedly, the time-traveler found the latter hard to believe. Not out of trust issues, but just the simple fact that Rukia did _not_ act like a noble.

"Where's Madoka?" Sayaka asked, sitting down at the table with a yawn.

"With her mother," Mr. Kaname answered, setting a plate of food in front of the bluenette, who sent a grateful smile at him.

Rukia blinked, "She isn't up yet?"

"Nah," the blue-haired girl answered before the man could, "Mrs. Kaname _always_ sleeps in. Madoka has to wake her up half the time. Pretty sure that scream earlier was her."

"...that's..."

Clearly, the shinigami was at a loss for words. To be fair, so was Homura. The little she had seen of Mrs. Kaname was a much more...lively...woman. Then again, the more energy one used in the day, the more sleep they then required.

"They'll be out here soon," the other parent spoke up, setting food in front of Rukia and Homura this time, "Enjoy your meals girls."

Homura bowed respectfully, Rukia doing the same, "Thank you."

"It's no problem," Mr. Kaname waved it off, "Any friend of Madoka deserves the best food I can make."

And, as she ate said food, Homura was inclined to agree. Madoka deserved to be happy...and that meant her friends had to be happy as well. Even if it was only a matter of a day at most before Kyoko Sakura arrived, they should enjoy every bit of that day. A good breakfast was the perfect start to that. The time-traveler could only wonder what else would happen, on this day...one of the last they would have to just relax as friends.

 _No matter what, I will ensure that Madoka enjoys this day._

* * *

 **Kyoko Sakura, Mitakihara Outskirts**

* * *

Far away from the relaxing atmosphere of the Kaname household, a slightly older girl chewed on a piece of pocky, hand shoved in the pockets of her too-large green jacket. Much smaller shorts did nothing to cover her athletic legs, as she kicked them over the side of the building she was sitting on. If she were worried about someone seeing her hanging over the roof of said building, she paid it no mind. A fiery mane of red hair, held in a wild ponytail, flew in the wind around her. Sharp red eyes looked at the ultra-modern city in the distance, a place she had not been in...a long time. It was about damn time she came back actually, since Kazamino was just _boring_. This place, Mitakihara, was _so_ much more fun and exciting. Maybe she'd hit up Tomoe, see how she was doing.

Even as she though that, a familiar ball of white fluff appeared next to her. The girl lazily turned her head, red eyes staring into slightly lighter eyes, set above that annoying grin. Half the time she wondered if it would kill the thing to have a different expression. That smile was just _creepy_ , no matter how other girls called it cute. It just bugged the hell out of her, if she was being honest. Granted, the ball of fluff annoyed her anyway, as did many things, but specifically in this case because of his habit of talkin in riddles. Damn annoying waste of time in her opinion.

"Kyoko Sakura," Kyubey began, "I see you have returned to Mitakihara."

"What was your first clue," Kyoko shot back, perfectly content to ignore the little mongrel.

"I was not aware you were planning on returning," of course, the cat...bunny...thing didn't rise to the bait, "Why have you?"

"It was gettin kinda boring back in Kazamino, y'know?" the redhead shrugged, "Figured I could use a break back here. More Witches anyway, if Mami ain't killin em' all still."

Kyubey's unblinking eyes didn't change, even as his tail swished, "Ah. So you don't know."

That statement had Kyoko's full attention on the ball of fluff. She _hated_ that tone of voice from Kyubey. It never meant anything good for her, and she was familiar enough to know _that_. What the hell was it now?

"Don't know _what_?"

Still, there was nothing but a shake of his head, "Mami Tomoe is dead."

If there was any one thing that could get through her tough shell, that was it. Kyoko hadn't left Mami on the best of terms- okay, they'd tried their damndest to kill each other -but that was just...how she was. There was always a part of the redhead that had hoped she'd be able to come back some day and see her mentor again. Probably beat the hell out of each other, but then they'd just laugh it off and she'd get some of that amazing food again. She knew Mami enough to know she'd never hold what happened against her forever.

But...

 _Damn. Shit. I never expected_ her _to bite the bullet! Mami is...was...a damn fool that had too big a heart for her own good, but she was a damn good fighter! How the hell did she, of all people, lose?_

"Alright, spill," her fiery eyes were locked onto Kyubey now, "What happened?"

"A Witch," Kyubey replied, completely ignoring the roll of Kyoko's eyes that said 'duh! Of course it was a Witch!', "Mami Tomoe was not in the best of shape when she entered the Labyrinth, and fell to a Witch that could successfully counter her unique abilities."

"Somethin that could cut the ribbons," say what you will about her, but Kyoko knew exactly how to disarm Mami, "well, shit. Guess I'm gonna have to move back for good then. Mitakihara's too rich a huntin ground for me to just leave it to someone else!"

Kyubey blinked, "It will not be that easy."

Now she was annoyed, "Don't tell me someone else already got here?!"

That would have been a ridiculously fast turnover. Mitakihara had been Mami's for _years_. Magical Girls knew that and stayed the hell away if they knew what was good for them. It would take time for the news to travel...damn, Kyoko who had more of a right to know than anyone had just now found out! It should have taken months for someone else to show up, even with such a ridiculously good huntin ground up for grabs. It shouldn't have been possible for someone to beat her to it. Not in a million years.

Unless...

"You contracted someone, didn't ya?" Kyoko's fang showed, as she glared down on Kyubey.

"Yes," of course, there was no emotion to that statement.

"What the hell did ya do _that_ for! Ya knew I would be here eventually!"

"Perhaps. However, the girl I contracted- Sayaka Miki -was trapped in the Labyrinth that killed Mami Tomoe, and had large potential. It was not a hard decision to make."

Even so, that still _pissed her off_. Kyoko had a claim to Mitakihara a lot more than some rookie upstart! This Miki chick better not be gettin too comfortable. Kyoko would have to tell her who the top dog was. This town was big enough for two Magical Girls, but that didn't mean she'd have some upstart struttin around like she owned the place. She was going to be the one in charge, and that wasn't goin to change!

"Well, guess I'll just have to teach the rook who's in charge around here," Kyoko turned away from Kyubey, putting another stick of Pocky in her mouth as she prepared to jump to the next roof over.

Only for the ball of fluff to get her attention again, "Sayaka Miki is not the only Magical Girl in Mitakihara."

"You have _got_ ta be shittin' me," Kyoko deadpanned, more frustrated and annoyed than angry, "Ya contracted _two_ rooks?!"

"No, I did not. The other girl is named Homura Akemi...and I do not recall contracting her."

Okay, that made no sense at all. Kyubey contracted _every_ Magical Girl. Kyoko knew that much about the annoying little monster. There wasn't a way there could be another Magical Girl around that he hadn't contracted. That just wasn't possible, on a different level than Mami biting the bullet. At least she could _sorta_ understand her old mentor losin if she wasn't in top form and got hit by a Witch that could cut her ribbons. But the idea that Kyubey could have a Magical Girl runnin around that he didn't contract was just...laughable. In fact, she flat out laughed at the idea, the alien cat thing not showing any outward reaction to it, despite the mocking tone to it.

It wasn't any damn fun to laugh at the thing if it didn't _react_. Sheesh, would it kill the thing to show some emotion for once?

"Okay, say I believe ya," the redhead sat back down, "How in the hell could there be a Magical Girl here you didn't contract? Isn't that your thing? Grantin wishes and all that shit."

"I fail to see how human excrement has anything to do with this," Kyubey replied, getting a facepalm out of Kyoko, "However, you are correct. Homura Akemi is an anomaly. She should not logically exist, and yet she does. In addition, she has a cousin- Rukia Kuchiki -who is _not_ a Magical Girl, yet possesses similar abilities."

Kyoko sighed in annoyance, "Great, Mami dies and the world goes crazy. Well, I don't care. These cousins can get in my way if they want. I'll just kick their asses like the rook and make it clear who's top dog."

With that piece said, Kyoko set out to find Miki, determined to show her who was in charge here. Behind her, Kyubey watched silently...grin never leaving his face.

* * *

 **Madoka Kaname, Mitakihara Streets**

* * *

"Who's calling you Homura-chan?"

"An...old friend of Rukia's."

"Ichigo?"

"No."

Madoka watched as her new- old? -friend pulled her cell phone to her ear, walking slightly ahead of the others. She was a bit worried by the serious look on her face. It was better than the perpetually sad expressions that only she seemed to notice, but not by much. Because if something was this serious it was probably dangerous. And she didn't want Homura-chan to put herself in more danger. If even half of her story was true, and Madoka believed every word of it, then Homura-chan had seen more than enough danger for many lifetimes. Was it so much to ask to have her happy? It was why the pinkette had asked her friends over to her house...why they were heading to an arcade- though that was mostly Sayaka's idea. To have _fun_.

Instead, Homura-chan had a serious look on her face, whispering so that Madoka and the others couldn't hear her. Sayaka-chan just looked bored, but Rukia-chan...had an equally serious expression. Clearly she knew something too, but Homura-chan had said her cousin didn't know her secret. Was there...something going on? Other than Witches?

"I apologize, but I have to go to the training room," Homura-chan walked back, phone back in her skirt pocket.

"Oh..." Madoka looked down sadly.

"I kinda want to know what you're up to there," Sayaka-chan patted her on the shoulder, wide grin on her face, "But then again, I've got enough of that place to last me a lifetime thanks to a certain _someone_."

Rukia-chan scowled, "You're welcome for training you then."

"So I'd rather still go to the arcade. Catch ya later Homura!"

Homura-chan nodded back, "Very well. Rukia?"

The shorter girl looked at her cousin, "Eh?"

"Urahara said that this has something to do with you."

Madoka looked between the other girls, a raised eyebrow on Homura-chan- so elegant! -and a shifty look on Rukia-chan. There was something going on there, but she had no idea what it could be. Hopefully it wasn't something bad...she hated seeing her friends argue. Luckily for her, Sayaka-chan came to the rescue as usual. Her friend always did seem to know when to interject into things!

"Wait, Urahara? _That_ Urahara? The guy who made the training room and plastered his face all over it?" Sayaka-chan sounded more than a little amused, "That makes me want to go again."

 _I do want to meet him too,_ Madoka nodded absently, _Urahara-san seems interesting!_

Unfortunately...

"I was requested to come alone," Homura-chan deadpanned.

"Ahh..." Sayaka-chan shrugged, "Oh well."

And with that, the bluenette tugged Rukia-chan along with her, already bragging about how she was _totally_ going to lose at the games. The shorter girl looked distinctly sour at that actually...Madoka couldn't hide the smile she had at that. Sayaka-chan had been having confidence issues after her training, and the fact she was better than Rukia-chan at _something_ really cheered her up. Her smile slightly faltered though, when she looked at Homura-chan. The other girl was looking into the distance, an unfocused look in her eyes. It wasn't quite the same as the sad ones that always made Madoka's heart twist in sympathy, but it was still...

She worried about her. Homura-chan had put everything on her own shoulders for so long, that it was clearly hurting her. Knowing that her friend had gone through so much pain and hardship, just made the twisting in Madoka's heart all the worse. It _hurt_ to think about Homura-chan's life. She deserved to be happy.

"Are you sure that you have to go alone Homura-chan?" Madoka gently took her friend's hand, light blush on her face.

A sigh answered her, "Yes. Don't worry Madoka. Urahara is eccentric, but I trust him. If he wants me alone, it is likely important and something that has to be done soon. I'll be back as soon as I can."

 _I have to trust Homura-chan. She told me something she hasn't told anyone else...I have to repay that trust!_

"Okay..." that didn't mean she was happy about it, "Be safe...okay?"

This time, Homura-chan turned with a small smile on her face, "I always am Madoka."

And somehow, she knew that her friend was being completely honest. The pinkette gave a wide smile at that, squeezing Homura's hand gently before the other girl flicked her hair behind her head and set off towards Rukia-chan's apartment. Madoka watched her go sadly, before turning to walk towards where Sayaka-chan was waving in the distance.

 _-0-0-0-0-0-0-0-0-0-0-_

When they arrived at the arcade, Madoka giggled lightly at the way Sayaka-chan's eyes lit up. And the way that Rukia-chan slumped, a sad shake of her head making it clear how _she_ felt at the moment. The pinkette herself wasn't going to play against Sayaka-chan, since she knew better. But that just meant that her short friend would be roped into it. She couldn't help her giggle at the idea...it made her so happy. After all, there were so few things to be happy about these days...with the Witches...

Forcing her thoughts from that dark path, Madoka walked with her friends as Sayaka-chan chatted aimlessly about which game she wanted to play. That chatter found them at the DDR machine, one that the bluenette wasn't great at, but that had Rukia-chan frowning deeply. For her part, Madoka had never even tried it...she didn't think she'd be any good at it.

As it sat though, there was a girl already playing.

"Yo!" the girl didn't look over her shoulder, as she danced away, "I'll just be a sec."

Her flame-red hair reminded Madoka a bit of Homura-chan's, though it was tied back in a ponytail. Her cute green jacket and jean shorts were something that the pinkette could never imagine her serious friend wearing though. Or Rukia-chan apparently, since she looked like the clothes were horrible to her. To be fair, the short girl always wore dresses though...

"Done!" the redhead shouted, spreading her arms out as she finished, before she turned around, a box of Pocky open and pointing at the trio beneath her, "Anyone want a piece?"

Madoka reached up gingerly, "Thank you."

Sayaka-chan just frowned, while Rukia-chan looked confused. The redhead merely grinned at the other girls, before hopping down from her platform. Hands were stuffed in the pockets of her hoodie, as she looked the other girls up and down. Madoka felt a bit uncomfortable under the equally red gaze.

"Huh...well, name's Kyoko Sakura, nice ta meet ya."

Understandably, Madoka blinked rapidly at that. Hadn't...

 _"Kyoko Sakura, a veteran Magical Girl..."_

Homura-chan...she had said this girl would be coming now that Mami-san was gone? She didn't look like a Magical Girl...though to be fair, Madoka only had her friends to compare in that regard.

"Sayaka Miki," one of those friends replied warily.

"Rukia Kuchiki."

Kyoko's eyes narrowed, "Oh. So _you're_ the rook, and _you're_ the anomaly's cousin then? Not that impressive if ya ask me."

It didn't surprise Madoka at all when Sayaka jumped forward, "What's that suppose to mean?! And what do you mean rook?"

"I thought something felt familiar," Rukia-chan added, "You're a Magical Girl?"

"Right in one. Now...come with me. I've got somethin to show ya."

Games forgotten, Sayaka-chan was following the girl with a glare on her face. Rukia-chan did the same with a cautious expression. Madoka just followed both of them, worry lining her face. She was really worried that they would fight. And she didn't want that. Not at all! The last thing she wanted was for her friends to fight with a new girl. Wouldn't it be better to talk? Get to know each other? Be friends? Did they have to fight...like Homura-chan had warned her about?

She even voiced that worry, "Sayaka-chan? Rukia-chan? Are you two okay...?"

Neither answered, both focused entirely on Kyoko Sakura. Who had walked right into an alley, before turning around. A wide grin was on her face, as she held her Soul Gem out.

"Now...I hope you're ready for a fight...rookie!"

* * *

 **AN: There we go. Hopefully I did Kyoko justice. I've said before she's one of the funnest characters to write here, and that's not a lie. Still though, this chapter _was_ my first time doing so after all.  
**

 **Reviews:**

 **Krazyfanfiction1, GGFBank:** Thanks for the reviews!

 **Ikiizie:** Personally, I left the game they were playing vague so readers could imagine themselves what they were playing. As for who won, I imagine that it depends on the game. If it's a shooter for instance, Sayaka is doomed. If it were, say, Soul Caliber it would go the other way.

 **SilverstormXD:** That's the thing though, this _is_ Homura's story, so her views are the dominant ones. It'd also probably be _millions_ of Magical Girls if we presume that Kyubey and friends really _have_ been around for all human history more or less.

I don't really need to turn Kyubey neutral. His methods are deplorable, but overall...still neutral by dint of not being outright evil. Not that he'll be portrayed that way because, again, Homura POV for the most part.

That being said, Soul Society has precisely _zero_ reason to tolerate the Incubators with the way they mess with Soul Progression.

 **Duncan0Idaho:** It could. But this Homura is much more mentally stable than the one we're familiar with. By virtue of her being somewhere in the 40s on her loops, as opposed to the full 100.

 **Dragon king Azi Dahaka:** Never heard of that actually. That, and I've got enough writing to keep me busy for the forseeable future.

 **korrd:** Ichigo's going to be popping up again soon enough. More specifically, he's coming in with the restored Magical Girl.

 **JGResidentEvil:** Glad you like the story!

1\. Orihime can do a lot. Restore a head she cannot...well, okay she probably could. But I'm trying to not push things _too_ much here.

2\. Eventually, yes.

3\. Nope. Not really a way _too_ happen, honestly.

 **AN:** **We're back to 8 again. Thanks for the reviews everyone. I hope to see just as many for this chapter!**


	13. The Return

**AN: Moving right along as usual. This chapter...well, I half-expect people to be up in arms. Either in the good way or the bad way.  
**

 **...I really hope it's the former.**

* * *

 ** **Training Room****

* * *

As she walked into her 'cousin's' training room, Homura Akemi felt more than a little on edge. She hadn't been telling the real truth to Madoka when she had claimed to trust Kisuke Urahara. She did not believe the man would do anything to outright harm her, but the fact he had requested just _her_ was odd. It would have made more sense if Rukia had been asked to come as well, but instead, all she had gotten was some cryptic statement that Rukia was involved in why the eccentric scientist had left Karakura and come to Mitakihara. That did not give her much information to operate on, and that frustrated the enigmatic girl. She _hated_ not having all the answers, to say the least. Every time she didn't have the answers, something bad inevitably happened.

The _one_ exception to that rule was the pleasant surprise of this timeline. Finding the shinigami...befriending Madoka all over again...both worked to her favor. Beyond that however, she still was uncomfortable being in the dark. As such, her eyes were narrowed slightly when she saw Urahara coming out of one of the side rooms. The man had his familiar hat on, though his usual grin was missing. Instead, there was a deadly serious look on his face, one that even in the _very_ short time she had spent with the man, Homura had come to associate with important matters.

"Thank you for coming on such short notice Akemi-san," Urahara reached a hand out, pulling Homura to his side, "I'm sorry for the sudden message, but it is important that you be here for this."

"Here for...?" Homura asked cautiously.

"Well, it's best if you follow me. Just don't do anything...excessive...when you come in here," that statement was accompanied by a wince, "I've already had Yoruichi-chan claw me for this..."

Homura didn't know who this 'Yoruichi' was, but that was yet another bad sign in her mind, "Okay."

"This is going to be a shock, but it's a good thing too! A lot of work went into this theory, and I want to test it in a more stable environment. It's for the best if you're around when she wakes up."

 _She? Wake up? Is this something to do with the Soul Gem that Inoue-san restored?_

Following Urahara into the dim room, Homura realized she was both wrong and correct at the same time. For instead of the expected dull green glow that the cleansed Witch had given off, there was a painfully familiar _golden_ glow suffusing a table in the center of the room. The time-traveling Magical Girl would recognize that specific shade of color anywhere.

Even if it shouldn't possibly be here.

"I see you recognize her," Urahara spoke from behind the girl.

"Mami Tomoe. I had...she should not be here."

The scientist stepped back into view, the serious look still on his face, "Ah...yes, Rukia-chan did tell me about that. But what I'm assuming she didn't tell _you_ is that her Soul Gem was still intact, if badly corrupted. I had to have Orihime-chan cleanse it the moment she arrived, but as you can see, it worked."

For a certain value of _worked_. Homura had never once seen a Magical Girl survive the loss of her body. Be separated from her body and then returned to it, yes. But outlasting their body, even if it _was_ technically no longer the home of their soul, that was unheard of. With the one exception of the cleansed Witch...something that made Mami's apparent survival make more sense.

That being said...

 _Why did Rukia not tell me about this? Unless she wasn't certain we could save Mami Tomoe and did not want to worry Sayaka or Madoka. That must be it...I will have to tell her to not keep..._

Even as that thought passed through her head, Homura shook it away. Far be it for _her_ to lecture a girl on keeping secrets.

"You said that it was important I was here when she awoke?" Homura turned to Urahara, "She no longer has a body to wake up in."

"Correct," and somehow he had his fan out, snapping it in front of his face with a flourish, "However, there is a way around that. Rukia-chan's explained the concept of a Gigai, correct?"

"A false body that shinigami use to blend in, and/or recover their powers, yes."

Urahara nodded, "Right in one Akemi-san. Now, I made the comparison between your Soul Gem and a Mod Soul pill when we first met. That comparison is more accurate than I believed. In fact, if my theory is correct...which it probably is..."

It took all the restraint that the Magical Girl possessed to not sigh at the cocky tone. This man was supposed to be a genius, not an immature nutjob. Of course, he just _finally_ lost the serious expression, if only for a moment, to grin at her.

"I believe that it is possible for a Soul Gem to be connected to a new body. In this case, a Gigai as opposed to your own body. Clearly, there is a link between your Gem and your body, correct?"

She nodded herself, "Indeed. It is how a Soul Gem does not inadvertently connect to another body."

"And there's the problem," Urahara had his fan again, though this time it wasn't to hide a smile, just a sigh, "It has taken a lot of work to figure out how to coax that connection to work with a Gigai. I _could_ have done so with the Magical Girl that Orihime-chan cleansed. But I didn't believe it was a good idea to have the first attempt without someone there to explain the situation. While I imagine she'd disagree, Mami-san's unfortunate accident provides an easier way to test the theory."

It was far from _Mami_ who would disagree with that statement. In fact, talking about the blonde upperclassman like she was a test subject would likely have gotten even kind-hearted Madoka tempted to shoot Urahara. Homura herself felt like that, and she was far from on good terms with Mami Tomoe. That being said, she could get past that. Regardless of his unfortunate wording, the scientist in front of her had a valid point. The only ways to test this before the veteran had fallen would have been reviving the mystery Magical Girl without Homura herself present...or bringing a potentially volatile Magical Girl back in Mitakihara. Neither option was particularly appealing...though to be fair, neither was this.

It was not as if Homura and Mami had parted on the best of terms. And the time-traveler could only imagine what being inside of nothing but your Soul Gem for days on end, on top of being brought back in a body not your own, would do to someone. It was not an appealing thought, to say the least.

"So, shall we begin Akemi-san?" Urahara continued, gesturing to the Soul Gem...and, now that the shock had worn off and she noticed it, a body.

Homura nodded slightly, moving to stand next to the blanket-covered Gigai, "Yes. Are you certain this will work?"

"Of course!" the scientist snapped his fan shut, a vaguely insulted look on his face.

The Magical Girl just raised an eyebrow, "..."

"Okay, mostly certain. Stand a bit further back."

She did as asked, as Urahara walked towards Mami's Soul Gem. He had a set of instruments of some kind, and placed them around the Soul Gem and body. Watching with a small light of interest in her violet eyes, Homura observed the man as he placed a hand on the dimly glowing Gem. Urahara's own body began glowing a shade of red not too dissimilar to Kyoko Sakura's power. She could feel the power rolling off the man, reminding her once again that the eccentric man _had_ been one of the most powerful of all shinigami. Especially as a Magical Girl should not be able to so easily feel a shinigami's power, despite Homura's experience with Rukia.

That power was all being directed into Mami Tomoe's Soul Gem, and the various instruments surrounding the Gigai. Under the 'assault', the jewel began to glow brighter and brighter itself, golden light suffusing the room to the point that Homura had to temporarily cover her eyes. When it began fading, she turned back, to hear a gasp of shock.

"Wh...where..." a feminine voice spoke, sounding both nothing like and at the same time _everything_ like Mami Tomoe. The sound itself was wrong, clearly a result of differing vocal chords. But the _tone_ and _inflection_ was the same as the one Homura had heard so many different times.

As she watched, a small amount of respect for Urahara building in her chest, the blanket covering the Gigai fell away, revealing a...girl who looked absolutely nothing like Mami Tomoe.

Dark brown hair clashed horribly with the blonde in Homura's memories. Instead of oddly shaped twintails, the hair was long and wavy, cascading down her back. Brilliant green eyes were wide in shock, as they looked at unfamiliar surroundings. A small and callous free hand was held to a petite chest, holding against a pounding heart. The hand soon clenched into the, presumably, Karakura school uniform the girl wore. Her sharper-featured face twisted into an even more shocked expression, full lips pursed in thought.

All in all, the girl in front of the time-traveler was absolutely nothing like Mami in appearance. Turning her expressionless eyes to Urahara, Homura allowed herself to raise an eyebrow in an obvious question.

The scientist smiled, opening his fan once more as he whispered in her ear...making Homura wonder when he had gotten so close to her, "I had no way of knowing what Mami-san actually _looked_ like. I had to give her a Gigai I had prepared, not one that would necessarily resemble her."

"I'm...alive?"

Mami sounded understandably shocked, before her eyes turned to look at the other occupants of the room. Her green eyes, still making Homura slightly uncomfortable, focused on the others. Before narrowing slightly in mixed confusion and suspicion. Though the latter was directed at Urahara and not the fellow Magical Girl.

"Akemi-san?" Mami asked, "Can you explain what is going on? The last thing I remember is..."

Her voice cracked, as the girl clutched her chest tighter. Homura had enough bad memories that she could easily relate to what the other girl was feeling. Even if she had never experienced _exactly_ what she was.

"...how am I alive? I should be dead...I couldn't have dodged that. And why do I feel...like I'm not in my body? This doesn't feel right at all."

Urahara stepped forward, "Tomoe-san? Perhaps you would like a mirror?"

"I would, thank you," Mami managed a weak smile, "who are you though?"

"Kisuke Urahara, just a hum..." the man began with a grin, before Homura neatly sidestepped him, mirror in hand.

To say that Mami's attention was diverted from Urahara to her reflection would be an understatement. Her green eyes went wide in shock, hands finally detaching from the death grip they had on her uniform. Instead, they reached up to the unfamiliar face, shaking wildly as they attempted to hold that face. Soon the quaking moved to the entirety of the revived Magical Girl's body, as tears flowed freely from those emerald eyes. Mami's body shook with suppressed sobs, as she started clutching her arms to her side. Her head shook side-to-side, disbelief written across her face...along with deep pain.

The clear pain in her body was reflected in her Soul Gem as well. The bright gold began to fade to a murky black, and Homura Akemi knew exactly what _that_ meant. Before the other two could react, her hand was on the Gem, pushing a Grief Seed onto it. The moment the dark corruption was gone, she reached out and _slapped_ Mami hard. She didn't enjoy doing so, but drastic measures had to be taken before the bl...brunette turned into a Witch.

It seemed to work, as the other girl held a hand to her red cheek, "Akemi...why? How am I..."

"I can explain that better," Urahara had a much more serious look on his face now. He had seen how close Mami had come to succumbing, and as he believed what Homura had told him...he knew how bad that would have been, "You remember your last battle, correct Tomoe-san?"

Mami nodded weakly, body still shaking, "Yes. The last thing I re...remember was the scissors hitting my neck. I died, didn't I?"

"In a manner of speaking," the bucket hat fell down to cover Urahara's eyes, "Your body most certainly was dead. Even if it had reached me and my compatriots, we wouldn't have been able to restore your head. As it sits, we wouldn't have even made it that far, not without drawing unwanted attention."

The shaking grew worse at that, eliciting a frown from Homura. Did he _have_ to be so blunt? Their goal was to keep Mami from turning. Not accelerate the process by reminding the girl that her body was gone. And certainly not doing so by telling her exactly _why_ her body was gone. Even _she_ was not that blunt.

"That is why you are in this body," Homura took over, making sure Urahara knew she disapproved of his bluntness, "we had to tie your Soul Gem to it, or you _would_ be dead. Body and soul."

"But," Mami's eyes were red rimmed as more tears fell, "this means I took someone's body. I would rather have died than done that!"

It was Urahara's turn to field that question, "Actually, you didn't _take_ a body. It's a long explanation, but that's a body I created. It's as much your own as...your own."

 _Except you told me that this body was not designed for Mami,_ somewhat naturally, Homura didn't say that aloud. She knew what the older man was doing.

"Created?" and it seemed to work, as the new brunette's mind latched onto something other than her fear and grief, "How can you..."

"As I said, that is a long story..."

And it was a story that would need to be told. Urahara looked at Mami seriously, and began to tell her about shinigami and Gigai.

 _-0-0-0-0-0-0-0-0-0-0-0-_

By the end of that tale, Mami had begun to calm down. The girl was still shaking slightly and refused to look in the direction of any reflective surface, but it was _leagues_ better than it could have been. Homura had half-expected that even with a steady supply of Grief Seeds the girl would still give into despair at her new situation. And Mami Tomoe's Witch was one she had never fought to this point. The other girl never reached the point where that would happen...she would sooner kill herself when she found out the truth, than succumb to it. Needless to say, Homura had no desire to fight an unfamiliar Witch this close to Walpurgisnacht.

Luckily for her, it seemed unlikely that what she had been told would have Mami turn. She was clearly still shaken, but it was not as bad as she had been expecting. Small miracles...small miracles.

"That...is a lot to take in," Mami still sounded uncomfortable with her new voice, now that she had noticed it, "Akemi-san? Is that why Kuchiki-san has powers? She is a shinigami?"

"Yes," Homura answered shortly, before dully adding, "She is not my cousin."

"It had seemed odd how you two didn't act like each other," a small smile crossed the unfamiliar face at that, "In any case, it does explain many things. I have to ask though...why did you bring me back?"

There was an undercurrent of pain there. Urahara may or may not have noticed it, but he would have no idea why if he did. Homura by contrast...she knew exactly why there was pain in Mami Tomoe's voice. Her wish...she had lived where her parents had not. It was likely, if not probable, that some part of her had hoped to die and meet her parents once more. The knowledge of Soul Society would just make that desire come even more to the forefront of her mind. In addition, she would be feeling guilt over losing in the first place.

"I still require your aid for Walpurgisnacht," the time-traveler answered before Urahara could put his foot in his mouth.

"I suppose it was too much to hope you had brought me back as a friendly gesture then," Mami shook her head slightly, the smile twisting slightly.

Homura shook her head, "You misunderstand me. Were it just a matter of requiring aid for Walpurgisnacht, we could have brought back any Magical Girl."

"Any..."

The confusion was understandable. Urahara's explanation hadn't mentioned the fact that Magical Girls and Witches were one and the same. But it had to be said _now_. Mami was still numb, and would not be likely to freak out as much as usual when learning the truth. Give her time to recover, and it would just make the blow all the worse in the end. Especially since she would question why Homura had not told her sooner.

That being said, she sent a look at Urahara, who nodded. He would be ready if Mami overreacted.

"Mami Tomoe, do you know what happens when a Soul Gem fully darkens?"

She shook her head, "No. I've never seen that happen before...I always make sure to have enough Grief Seeds that it can't. Why?"

"What I am about to tell you is the truth, no more lies," Homura replied, inwardly bracing herself for what was coming.

"Akemi-san?" Mami's voice wavered even further, understanding deep in her soul that she did _not_ want to hear this.

But she needed to, and so, Homura continued, "When a Soul Gem has been fully corrupted...when a Magical Girl has truly given into despair...it transforms into a Grief Seed. Magical Girls and Witches are one and the same."

It was even more understandable when Mami fell back, luckily into pillows that Urahara had placed beneath the Gigai to begin with. She didn't faint, but the girl's body was shaking and tears were flowing again. It was nothing like the tough girl that Mami liked to portray...but Homura knew it was the _real_ Mami Tomoe. A girl damaged and hurting, and that couldn't deal with shocks like this very well. _Especially_ a shock such as this one. For it destroyed her entire world view in the blink of an eye. The older girl was a _firm_ believer in fighting for Justice.

 _She truly believes that Kyubey contracted us just to destroy Witches and protect others. On top of that, Mami Tome has used the battles as a distraction and a way to atone for her own mistakes and guilt. Hearing the truth has_ always _ruined her. I can only hope that is not the case here. It would be a waste to lose her aid after all this trouble._

And, maybe, there was a part of Homura that legitimately wanted to reconnect to the blon...brunette in front of her. It was easier to remember the kind Mami who had mentored her and Madoka when she wasn't looking into the eyes that had killed Kyoko without hesitation and nearly killed _her_ , were it not for Madoka hurting herself to stop her.

"Somehow, I..." Mami choked out, "I always knew something was wrong. I just didn't want to think about what it could be. I'm such a horrible mentor...how many girls have I..."

 _That...is new._

"You had no way of knowing," Homura knew drastic measures were needed, "You are not at fault for the girls who made wishes. You are not at fault for them turning, if any have. This is all the fault of one being."

"Kyubey?" Mami's red-rimmed green eyes were staring directly at Homura again, "I trusted him. He was my dearest friend...my _only_ friend...for so long. Why would he lie like this?"

Homura looked directly into those eyes, "Lie by omission. He never is directly asked, and as such, feels no reason to explain. In doing so, he can justify not explaining to Magical Girls when he contracts them...and can merely watch and observe as they fall into despair."

That was all that the time-traveler could really say on the subject. She had never bothered asking Kyubey for _his_ reasoning. She had generated that answer from long experience observing the monster, not from his own words. Even so, it did fit what she had seen. At the _very_ least, the Incubator did lack _empathy_. She was still uncertain on his claim to lack emotions, but the lack of empathy was more than enough to ruin many lives. Including the one of the girl in front of her, who looked thoroughly broken at the idea that she had been used like this.

The time-traveler imagined she would feel much the same way, were it not for her determination to save Madoka overwriting anything and everything else.

"Even so," the older girl rubbed at her eyes, "They trusted me, and I lead them into this. I have to do something...something to make up for that."

"You believe me then?" inwardly, Homura was surprised by yet another curveball this timeline threw at her. Mami Tomoe had never reacted to the news with this...this...raw determination. It was unusual, highly unusual.

Mami smiled weakly, "Akemi-san, whatever else you have done, you haven't given me reason to doubt you. Yes, you hid Kuchiki-san's abilities and origin from me, but I can easily understand your reasoning there. Otherwise, you have done nothing to harm me or the other girls. In point of fact, you helped them where I couldn't...something I am in your debt for."

"And you are aware that helping me means coming into conflict with the Incubator? With Kyubey?"

Here, the other girl's eyes narrowed slightly, " _He_ betrayed my trust...used me to convince other girls to become Magical Girls, and from there, Witches. On top of that...I have reason to believe he is the reason I died. He tried to turn me against you and Kuchiki-san, by not telling me the entire truth of the matter. To say I no longer have any trust or like for him would be an understatement Akemi-san."

 _This...is nothing like what I anticipated. What is it about this timeline that has so drastically changed all the parameters?_ even as she asked herself that, Homura had her answer, _Rukia and the shinigami. She befriended Sayaka Miki, bringing her closer to me and making it easier to prepare her. Inoue-san and Urahara brought Mami Tomoe back from the brink, and that may be influencing her decision here. I...have to trust that this will end up well._

This timeline was becoming the closest to 'perfect' that Homura had seen...since that fool of a Magical Girl had ruined everything by killing Madoka in the last timeline that she had made an effort to befriend the others. But, she couldn't think of the past right now. It was time to look forward.

"I am...surprised," Homura finally spoke again, watching Mami warily, "I had assumed you would be more...despaired over this knowledge."

She smiled, though there was no joy in it, "I would have if the situation were any different Akemi-san. I probably would have killed myself to prevent becoming a Witch even. But...you mentioned that you could use 'any Magical Girl'. That means you have a way to restore us, correct?"

 _I do forget how intelligent she is._

"Yes, we do," Urahara smoothly stepped back into view, "It's limited since only one of us has the ability to do so, but we can in fact restore a Magical Girl."

"Then I have nothing to fear," Mami turned back to Homura, "I know that even if something happens to me or the others, you can restore us."

"On that note," the scientist got attention back on him, "This gigai is stronger than your old body, but I can attempt to recreate your own if you want. It will take some time, since I have to start from scratch to get one as strong as that one though."

Mami looked sorely tempted, but she shook her head. Homura couldn't stop the blink at that. The older girl was turning _down a chance to get her body back?_ True, it would not be the same body. But she was still turning down the option. And that didn't make any sense. Homura knew that if she were in the same position, she would want her old body back. If only because she would hate not being recognized by Madoka. It wouldn't matter if others didn't, but Madoka...she wouldn't be able to live if her dear friend didn't even recognize her.

"No, I'm fine Urahara-san," the Magical Girl's smile was weaker than ever, "This...this is my third chance at life. I can't afford to waste it, and this body...this body is mine now. It will serve as a reminder of what I've lost, and what I have to do. Even if I have to abandon my old life. In any case, I doubt you can just give me a copy of my old body...I've probably been reported de...de..."

Urahara's grim smile told everything insofar as him understanding what Mami couldn't say, "If that's what you want."

Before the conversation could go any further, Homura's phone began beeping. Pulling it from her pocket, she looked at the screen. Violet eyes narrowed, as she inwardly cursed. This was faster than anticipated. And a problem, considering who was right next to her. The girl _did_ have a history with the subject of this phone call, after all.

"Akemi-san?" Mami was observant if nothing else, looking on with a bit of concern.

"Urahara, I have to go," Homura said to the shinigami, before turning to Mami, "Mami Tomoe, I believe you should know that Sayaka is currently fighting another Magical Girl."

Green eyes narrowed, "Another Magical Girl? I should have assumed another would arrive with my...death. Do you know who it is, Akemi-san?"

"In fact, we both do."

Mami blinked, "We bo...Sakura-san?"

"Yes," Homura nodded.

A sigh answered that, "I'm not surprised. Sakura-san did say she planned on taking Mitakihara if anything ever happened to me. Urahara-san? Can I still use my powers in this body?"

The shinigami nodded, "In theory. I would be careful though."

"I will be. Shall we, Akemi-san?"

As the two Magical Girls made to leave, Urahara had one final thing to say, "I'm getting close Akemi-san. Ichigo will come up if I can get it to work. See you after...this is all over."

Homura nodded back, ignoring the confused glance that Mami Tomoe was sending her.

 _I can only hope Urahara is able to succeed. We shall never need to worry about our Soul Gems again..._

* * *

 **Rukia Kuchiki, Alley near the Arcade**

* * *

"I'll fight you!"

"Sayaka-chan!"

"Stay back Madoka, I can handle this. Rukia, keep her safe okay?"

"You sure about this?"

"Of course! Magical Girl Sayaka won't lose to _her_!"

Rukia Kuchiki sighed, an exasperated look on her face. It was entirely like Sayaka to be cocky and want to handle things on her own. Which was a very bad idea in this case. The girl had natural talent and was actually fairly good with her sword in all honesty. But she wasn't ready to take on a veteran, not yet. And even if she didn't know the redhead across from her, the shinigami could tell she was a veteran. As the red light of her transformation cleared, it showed a girl who had every _right_ to act cocky. She held her spear across her back with the practiced ease of someone who had been using it for a long time. Her stance was perfectly set for fast movement, and there were no gaps in her defense.

Compared to Sayaka who still showed her inexperience despite all the training she had been put through, and it hardly looked promising. But if the bluenette wanted to fight, she'd let her. Rukia was familiar enough- and frustrated enough -with battles of pride to know what this was. Sayaka wanted to prove herself, and if she intervened the other girl would be more than a little angry.

 _Not that I'm not jumping in if things get too bad. Damn pride._

"So, just the rook then?" Kyoko lazily raised her spear, "that cocky eh?"

"Who said anything about being cocky?" Sayaka shot back, both hands resting on the hilt of a sword.

"You really don't know what you're gettin into here rook. Guess I'll just hafta beat some sense into ya!"

And with that said, Kyoko was running forward at a faster speed than any human could manage, spear angled directly for Sayaka. The bluenette's eyes narrowed, as she raised her sword and blocked the spear flying directly at her face. Twisting her wrists, she managed to duck underneath the blow, swinging her own sword up at the weapon flying past her.

Kyoko had a slightly impressed look on her face...that quickly morphed into a smug look, as her spear split into multiple pieces linked by a piece of chain.

 _Oh wonderful, she's like Ikkaku. Where's Ichigo when I need him?_

Just like the battle-crazed Third Seat, Kyoko spun her split spear around, knocking Sayaka's blade aside with almost casual ease. The links of chain extended and retracted quickly, forcing the blue-haired Magical Girl to swing her sword in circles to try and counter it. Every time she got a blow in, the spear would extend or retract and knock her sword away. Sayaka grimaced, as a particularly savage blow managed to knock her back, pushing her back against the alley's wall. Ducking quickly to avoid getting decapitated by the point of the spear, the girl was forced to roll away, as Kyoko retracted her spear completely and aimed it directly at her.

Sayaka came out of her roll, a second sword in hand. Her left hand caught Kyoko's blow, as her right swung forward. In response, the veteran spun around, the back of her spear catching the blow, even as the tip sliced into Sayaka's side. A scream of pain came from the blue-haired girl, who flinched away, dropping one of her swords in favor of holding a hand to her side. Blood seeped through the clenched fist, as her face contorted in clear pain.

"Sayaka!" Madoka shouted, fear in her voice as she tried to run forward...only for both a red lattice barrier blocking her off, and Rukia grabbing her arm.

"Madoka, you can't do anything to help her," the shinigami shook her head, "She wouldn't want it anyway. This is _Sayaka's_ fight, and she wants to do it on her own. She has her pride, and doesn't want that taken away."

"Rukia-chan..." the pinkette felt tears in her eyes, "Is that why you aren't helping?"

A nod answered that, "Yes. I'll help if it looks bad enough, but otherwise...this is Sayaka's fight, not mine."

Even as she said that though, the short girl stiffened. Great... _he_ was here. That was wonderful.

"You could stop this if you wanted, Madoka Kaname," Kyubey popped into view, jumping onto the pinkette's shoulder.

"I...I could?" Madoka looked surprisingly uncomfortable.

The Incubator nodded, "Of course. All you have to do is make a contract with me!"

Before Rukia could try and dissuade the girl from that idea, both of their attentions were drawn back to the fight. Sayaka had removed her hand from her side, the familiar blue notes spreading around her feet and the wound. A deep blow that would have left even most shinigami on the ground sealed up without a single sign it had ever even been there. The girl turned blue eyes on Kyoko, the cockiness gone and replaced with more than a little anger. Rukia winced at that...angry people made mistakes.

"Huh, neat trick," Kyoko complimented her opponent, "Not gonna help ya though!"

"Shut up!" Sayaka shouted back, rushing forward herself this time.

Grinning in response, the redhead started spinning her spear in wide circles, jabbing forward with both ends at a time. Sayaka countered with fast sword swings, putting every bit of her training to the test. The spear was longer than Sode no Shirakyuki- even the Shikai that Rukia had, naturally, not used in the spars -though. Sayaka's training focused on fast actions and blocking any attack sent her way, but Kyoko was both _fast_ and outranged her. Not a good combination.

Swinging her sword to counter another blow, Sayaka's eyes widened as more force was put behind it than before. Her feet dug into the ground, blue shoes barely holding firm. Sparks flew from the point where the weapons connected, as the bluenette grimaced, pushing every bit of strength she had into holding steady. But while she grimaced and struggled, Kyoko had a bored look on her face. That was _not_ a good sign.

"Told ya it wouldn't help rook," the girl shook her head, red hair fluttering around, "ya can heal all ya want, but if ya can't fight well it doesn't matter."

Sayaka growled, "I can fight!"

"Oh sure ya can. Better than I expected outta a _rookie._ But you're still green kid!"

To emphasize that point, Kyoko put more force behind her swing, sending Sayaka flying. Training and instincts kicking in, the bluenette stabbed her sword into the ground, flipping her body to land on her feet. Immediately, she was attacking again, pushing everything she had into moving as fast as possible. A silvery blur was all that could be seen of her sword, as she stabbed and parried. Kyoko blinked crimson eyes, only for a wide grin to cross her face. Watching from the distance, Rukia winced at that grin.

 _This is not good._

And it was not. Kyoko split her spear again, moving to wrap the links around Sayaka's legs. If the girl hadn't been accustomed to Rukia swinging for the legs, it would have caught her. As it was, the blue-haired Magical Girl jumped above the chain, aiming a swing of her own weapon at Kyoko's face. The redhead's eyes narrowed, as she pulled the back of her spear towards the ground.

"Look out Sayaka!" Rukia shouted.

It wasn't quick enough, as the blade of the spear shot at her back, sending the girl crashing into the ground with a pained groan.

"Sayaka!" Madoka's voice was full of fear now, "Rukia-chan, you have to help her!"

She didn't need to say that. The shinigami was aware that this fight was escalating too fast. Both girls were tough and Sayaka's healing ability was highly useful. But it took up too much power...if she got too hurt, she'd turn into a Witch. And they could _not_ afford that. _She_ could not afford that. It hadn't been planned, but Sayaka was a good friend and Rukia didn't want to see her get hurt.

As such, she dropped into her shinigami robes, and tested the links in front of her with Sode no Shirayuki's blade. Kyoko's head shot up at that, likely able to feel her magic being interfered with.

"Well, holy shit," the girl blinked, "Kyubey wasn't lyin. You've got some weird powers there Shorty."

 _Shorty?!_

Glaring at the other girl, Rukia attempted to cut through the barrier. But Kyoko just smirked at her, as more links appeared for every one cut. Turning her head as the shinigami growled at the stubborn barrier, Kyoko looked at Sayaka instead. The bluenette groaned as she struggled to her feet, massive wound on her back already healing. Really was a useful power, even with the limitations.

"Come at me again Rook if ya want. I'll just keep beating sense into ya until you give up...or _die._ "

* * *

 **AN: There _is_ a reason I've avoided talking about Mami's Soul Gem. And had Rukia acting guilty.  
**

 **I debated a _looootttt_ on if I should go this route. The original plan had been to introduce our Green Soul Gem girl here. But then the idea hit me...'what if it were Mami instead? We get a familiar perspective forced into something she can't have expected.' End-result?**

 **What we have here. I'm planning on having parts from her perspective to show she isn't all sunshine and roses over the situation, even more so than this chapter.**

 **Honestly, I'm worried that readers will consider this a Deus Ex Machina...I tried foreshadowing, but I stink at that.**

 **Reviews:**

 **Dragon king Azi Dahaka:** Well, I'm glad you liked the chapter!

 **gatesofhellkeeper:** Well, it is an establishing character thing. Can't see those two _not_ fighting when they first meet, really.

 **Ikiizie:** No Ruks v. Kyoko yet. Later, but right now I want to show Sayaka's development from the training.

This is very much AU. One could argue that any timeline that isn't the Anime one (or Oriko/other spinoffs) is though. I can say that it won't really get dark. Why? *points at self* This guy is horrible at dark writing.

 **Krazyfanfiction1:** Homura most certainly feels more than friendship. She just hasn't really acknowledged it yet.

 **GGFBank:** Yup, needed to get her out of the way. The real fight'll be next chapter though.

 **Guest:** Well at least I did something right...

 **AN: *preps for reader reactions***

 **I hope everyone enjoyed the chapter though!**


	14. The Return II

**AN: Next chapter. We're coming up to the last stretch I'd say- currently, I'm angling for 20-21 chapters.  
**

* * *

 ** **Kyoko Sakura, Alley****

* * *

"Come at me again Rook if ya want. I'll just keep beating sense into ya until you give up...or _die._ "

Even as those words came out of her mouth, Kyoko couldn't help a smug smile crossing her face. Blue took the hint, and growled at her before charging right in again. She could give the rook this, the girl had spirit. Not that it was gonna help her any! Her spear was already coming up, intercepting the wild sword swing aimed at her face. Blue knew how to use that sword, more than she would have expected out of a rookie. Granted, Shorty also had a sword and was trying to cut through her barrier. She probably trained Blue then, which was a bit interesting itself.

Kyoko would be the first to admit she wasn't any good at the whole 'sensing' thing. Mami'd always been the one who was good at that. The redhead could tell if someone was a Magical Girl and where a Witch was, but that was about it. Thing was, she wasn't getting either of those from Shorty. She had some sorta magic goin on, but it wasn't anything she had seen before.

 _Guess that's why Kyubey called her an anomaly,_ the redhead shrugged, batting aside Blue's sword, _Eh, not my problem. If she wants ta fight, I'll take her on once I'm done with her friend._

'Cause that girly wasn't gettin through her barrier that easily. Kyoko was perfectly capable of the balancing act required to duel Blue and keep Shorty on the other side of the barrier for as long as she needed. The younger girl fighting her was stubborn, but she wouldn't outlast _her_. That healing thing was useful, sure, but it was a serious drain on the 'ole magic reserves. She'd be out soon enough, after all...use too much magic, and your body just couldn't keep goin. She had seen that happen often enough.

"Why are you here anyway?!" Blue shouted at her, face bearing a frustrated expression.

"Dontcha know Blue? If a Magical Girl dies, her territory is up for grabs. Ole' Mami bit the bullet, so here I am. We had a deal y'see? She died, I got Mitakihara!"

"What?" the younger girl actually froze in shock, shockingly blue eyes going wide.

"Surprised rook?"

Technically speaking, she had no such deal with Mami. But hey, no need for the rook to know that!

"Mami...she wouldn't..."

Kyoko rolled her eyes, the girl continuing to leave herself open, "And you knew Mami for _how_ long Blue? Not as long as I did, I can tell ya that much!"

"Then why weren't you here to save her?!"

That shout was coupled with a renewed attack, the rook trying to use two swords at once. Kyoko just smirked, batting aside the attack with her spear. She hadn't bothered going all out yet, both to conserve energy- and by extension Grief Seeds -and because she just didn't see the need. The rookie was good, but she wasn't experienced. That being said, the smirk had a fierce side to it...anger running like fire through her veins.

" _That_ pisses me off."

She was _well_ aware that Mami being dead was her fault. They had been partners once, and a damn good team at that. But that all fell apart, and Kyoko wasn't egotistical enough- or perhaps, too egotistical -and knew that it had hurt Mami more than it hurt her. The blonde had always been a big softy, and she fell apart when people fought her or made her sad.

So it was quite easy to believe she hadn't been fighting as well since they fought.

"You don't know anything," the Magical Girl knocked aside a sword swing, using the flat of her spear to push Blue back with a sharp hit, "and clearly, knocking sense into you ain't working."

"Shut up!"

Dodging a wild swing of the swords, Kyoko caught the attack on her spear. The other girl's eyes widened, when she realized that she had been hit with a length longer than any that the redhead had done before. That was the real advantage to her spear, not the splitting. She could make the thing as long or as short as she damn well pleased, and it was _always_ fun to shock people with that. Pushing her arms up, Kyoko sent Blue spinning away, her swords flying into the air as she slammed into a pipe with a scream of pain. Water began spraying from the shattered pipe, as the rookie lay on the ground, holding a hand to her side as she whimpered in pain.

 _Hah. Not so tough after all, eh Blue?_

"Told you so," Kyoko smirked, spinning her spear before turning around, "Now, why don't you run off now Rookie. You can't beat me, and you know it. I'll let ya have part of Mitakihara, but remember...this town is _mine_."

"Like...hell it is..."

Sighing now, Kyoko turned around and saw Blue forcing herself to her feet, using a sword as a crutch while the blue light healed her once again. That type of raw and reckless determination reminded her of herself. And that just annoyed the redhead.

As such, she aimed her spear at the other girl, "If that didn't work, guess the only choice left is to kill ya!"

Charging herself this time, Kyoko held the point of her spear directly at Blue's chest. Sucked to be her, but that was how the life of a Magical Girl went. If the rook wouldn't back down, she'd die. It was that simple.

"I won't lose!" the other girl shouted, pointing her own sword forward, "Not to _you_!"

Kyoko blinked, as the tip of the sword _extended_ just like her spear. She had to roll out of the way, or it would have gone through her eye. She hadn't seen another Magical Girl able to extend their weapon like that! Like her!

"Okay, how the hell'd you do that?"

Blue looked down, a shocked look on her face. But that turned into a grin, when she looked up at Kyoko. A grin that had a distinctly predatory tint to it, just as her own did.

"Not a clue. But I like it!"

And now it was _Kyoko_ who had to adjust to a longer weapon. It was clear that Blue was operating on instinct and not training, as her swings were wide and uncontrolled, more often hitting the side of the alley than anywhere near the redhead. But she was learning alarmingly quickly, and that was _not_ a good thing. She was confident her experience could carry her anyway, but best not to tempt fate. Kyoko was using too much magic as it sat, and she didn't want to burn through multiple Grief Seeds later.

Wasting time was a bad idea. So the redhead split her spear again, using the rapidly spinning pieces of chain and wood to wrap around the extended weapon of her opponent. Blue's eyes widened in shock, as Kyoko _tugged_ on her weapon. The sword was pushed into the ground, sending its wielder flying into the air, weaponless as she crashed into the ground. The redhead didn't give her a chance to recover, using the downed blade as a stepping stone to jump into the sky herself. A wide grin crossed Kyoko's face, as she extended her spear and aimed directly to where Blue was stumbling to her feet.

"Game over!"

But even as her spear was about to hit the ground, Kyoko froze in shock. Blue was gone, and her spear impacted nothing but concrete, sending pieces of debris flying in every direction. That was shocking enough, since she _hadn't_ seen the girl move. What had truly shocked her however...were the yellow ribbons wrapped around her weapon, holding it in place in the newly formed crater.

"Sakura-san, I would appreciate it if you stopped fighting."

And _that voice_.

 _That's impossible! Kyubey said she was dead!_

The sound of the voice was totally wrong. Kyoko couldn't recognize it at all, and that meant she had never heard the person speaking before. And yet, the _tone_ and _inflection_ of the voice was as familiar as her own. She would recognize it anywhere, even if Kyoko had believed she would never hear it again. After all, what reason did Kyubey have to lie to her? Not to mention Blue seemed pretty damn convinced that...she was dead as well.

"Mami?!" the redhead spun her head around, looking for the familiar blonde twin-tails.

"Yes," that unfamiliar voice spoke again, making Kyoko spin her head around so fast it cricked her neck, "Mostly, at least. It is good to see you again Sakura-san."

Crimson eyes widened in disbelief. The girl standing in front of her was dressed in Mami's uniform all right. That yellow skirt, those almost provocative socks and boots, the tight shirt- though not as tight now... -the ridiculous beret...all of it was classic Mami Tomoe. But the girl _wearing_ the uniform was not. Brown hair instead of blonde, sharp features instead of gently rounded ones, breasts more like her own than the large ones she was familiar with. But most importantly...instead of the gentle and sad gold eyes, Kyoko was looking into sharp emerald green ones, observing her warily.

"...what the hell?" she finally got out, dully looking at the now-smiling girl in front of her.

"That is a long story," 'Mami' replied, the smile the same gentle one she was so familiar with.

"I can tell," shaking her head, the girl tugged on her spear, "Mind lettin me go?"

'Mami' smiled again, "Sorry Sakura-san, but not unless you agree not to fight. I can't have you hurting my trainee."

Kyoko glared at the other girl, grumbling obscenities under her breath as she dissolved her weapon and uniform back into her Soul Gem. Which, just as expected, was darker than she would have liked. Grumbling again, she pulled out a Grief Seed and drained the darkness away. What a waste...and now she was hungry again, reaching into her pocket for her Pocky. Only to come up empty.

 _You've gotta be kiddin me?!_

"Some things never change I see," the other girl sounded amused, "So, Sakura-san...why are you here?"

"Figured you'd already know that. You died, or at least that little rat said ya did. So I came to take over. Didn't expect...whatever the hell happened to ya though."

The smile on 'Mami's' face faltered at that, "As I said...that is a very long story. Shall we head to my apartment? Akemi-san?"

That question was directed behind Kyoko, making her spin around on instinct. A tall girl was standing behind her, dull violet eyes staring at her like she was being examined for something. Dark hair blew in the wind, giving the girl a distinctly mysterious air. Not that it was hard to believe that...Kyubey _had_ said this girl was an anomaly. Apparently with good reason. She gave _Kyoko_ a bad feeling, and that was sayin something. Kinda made her want to draw her spear as well.

The small nod didn't help matters, considering the girl didn't even show any emotion when looking at 'Mami'. It was odd.

"That would work," Akemi said dully.

"Good! I'm sure there is still some food left I can prepare," that was so typically Mami that it was almost painful to hear. Even for Kyoko.

If it was painful for her though, it wasn't anything on how Pinky and Blue were acting. The girls were practically sobbing as they ran forward and tackled 'Mami' into the ground. Clearly, they weren't the least bit suspicious of the other girl. Kyoko though...no matter the uniform or how she acted, she found it _very hard_ to believe this girl really was 'ole Tomoe. Call her paranoid, but hey, it had kept her alive so far.

Interestingly though, Kyubey wasn't around. She knew he had been tryin to convince Pinky to contract, but he was nowhere in sight now. Just an 'innocent' looking Shorty.

 _Think I might like her,_ Kyoko snorted, recognizing the look as one she had sent many times when she got caught stealing food.

Still though...the next couple hours were going to be...interesting.

* * *

 **Mami Tomoe's Apartment**

* * *

Homura Akemi was not surprised at the mistrust in the eyes of Kyoko Sakura as they all sat down in Mami's apartment. She did not even blame the other girl for her reaction. She knew just how mistrusting Kyoko was in general, and this situation was outlandish enough that she could not be blamed for it. In point of fact, if she had not seen Mami revived herself, Homura would likely have shot the other girl without any questions. As it sat though, the girl currently being squeezed by Sayaka Miki was the same one who had recently 'died'. Hard to believe as that may have been.

Clearly though, Madoka and her friend had no issues believing it. That also did not surprise Homura overly much. Sayaka was easily swayed, and well-familiar with Mami's uniform in this timeline. Madoka, of course, would trust anything that the time-traveler herself trusted. As she had told her dear friend that Mami was who she said she was, this should not come as a surprise.

The only one who hadn't had any questions was Rukia, and Homura knew very well why that was the case. She knew exactly what a gigai was, and had seen that Soul Gem's could be saved. After all...it had been _her_ who had saved Mami's after the Rose Witch.

"I can't believe you're alive Mami!"

"I thought you were..."

For her part, Mami was smiling gently at everyone, even as Sayaka and Madoka seemed to refuse to let her go. It might once have gotten Homura jealous that Madoka was hovering over the other girl instead of herself. But in this case...it was to be expected, really.

"In a way, I was dead," Mami spoke, getting wide-eyed looks from everyone but Homura and Rukia- even Kyoko's full attention was on her now.

"But you're here!" Sayaka protested.

Mami's smile turned bittersweet, "I am...but you've noticed my body, right?"

"Yeah..."

Madoka hugged Mami tightly, "But you're still Mami-san, right?"

"Yes, I am," the brunette smiled back, clearly enjoying the hug.

 _I do still believe she takes her attempts at friendship too seriously,_ Homura mused, observing silently, _nonetheless, she may deserve this after all that has happened._

"How'd you end up like," Kyoko waved a hand, "this, though?"

Homura and Mami shared a look, before the former began explaining the situation once again. At least until she reached shinigami, at which point Rukia- as the resident shinigami -took over. Regardless of who explained, however, it was the same explanation Mami herself had been given. And before her, that Homura had been given. Details may have changed to match the situation...there was less need for the others to know about Hollows and the like, and more need for them to understand gigais and Mod Souls. Either way though, there was little realistic difference in the explanation.

That being said, the reactions were about what she expected as well. Kyoko just blinked, before shaking her head and leaning back, newly 'liberated' piece of pocky in her mouth. Sayaka had a dumbfounded look on her face, as she looked at Rukia, slowly reaching out to poke the girl. As if to reassure herself that the 'ghost' next to her was solid and alive...for a certain value of alive. Madoka though...she just looked confused, as she looked between the 'cousins'.

"Homura-chan...how is Rukia-chan your cousin then?"

"I'm not," Rukia replied, glaring at Sayaka, "and will you stop poking me! Even if I weren't in my gigai you're strong enough you'd be able to touch me!"

"But you're a...ghost..." the bluenette blinked her large eyes, confused at the annoyance. Well, confused at a great many things.

Homura tuned out the resulting argument, turning back to her dear friend instead, "Despite how similar we may appear, Rukia and I are not related. Calling ourselves cousins was merely a believable cover story."

"Ohhhh..." Madoka nodded slowly, "Why didn't you tell me this before? With everything else?"

The time-traveler was tempted to hold up a hand. Namely, to count down from five as...

"Told you what now?" Sayaka Miki's curiosity really was a problem.

"That she..." the pink-haired girl began, before turning her head, eyes going wide once again.

Because Homura wasn't even bothering with the mask, as she sent a look at her dearest friend. Telling Madoka her secret was something she had done before, and she didn't regret doing it in this timeline. Not when it had allowed them to be so much closer than before...her dearest wish was to be close to the pinkette after all. But that did _not_ mean she wanted others to know her secret. Violet eyes were pleading with her friend, a bit of the _original_ Homura Akemi peeking out. Desperation and fear could do that to a person.

And right now, she was feeling the familiar fear from the first timeline. The fear of being ratted out, and being ostracized as a result. Or even worse, the fear that Kyubey would find out. That fear was quite visible in her eyes, and Madoka was bright enough to notice that. She detached herself from Mami's side, moving over to gently run her hand through Homura's hair. The taller girl leaned into the motion, as her friend whispered softly.

"Don't worry Homura-chan. Everything's fine. Don't worry."

Sayaka seemed to realize something was wrong, as she looked between the two, "Did I say something wrong?"

"No, of course not Sayaka-chan!" Madoka was quick to deny that, "I just forgot that Homura-chan didn't want me to tell anyone else. Sorry..."

The bluenette waved a hand, "Eh, no worries Madoka. Sorry Homura."

"It's fine," the time-traveler got out, though she didn't move from her place by Madoka's side.

With that problem defused, Kyoko looked past the girls at the oldest one in their group...well, oldest Magical Girl. Mami returned the look, raising an elegant eyebrow in question.

Kyoko just frowned, "So Mami. How'd _you_ end up with one of those fancy fake body things?"

"My own body was destroyed," the brunette answered.

"Not what I meant," Kyoko shook her head, "I meant, how'd they get your soul in that thing?"

Defuse one problem, another arises. Homura knew exactly what the answer to that question would do. To say she wasn't looking forward to it was an understatement. Mami had reacted well enough to the knowledge that her soul was bottled in her Soul Gem. Though that might have been because she was just overwhelmed in general. _Sayaka_ on the other hand...never once had reacted well to that. She couldn't stand the idea of what she had become, and it tended to start the self-destructive spiral that she was infamous for.

Perhaps though, that wouldn't happen this time. Homura could hope as much, because the other girl had both an example that it didn't matter what her body was- Mami -and the knowledge that having your soul in a different container didn't make you any less human- Rukia. So hopefully, that would be enough to prevent her fall. Only one way to find out though.

"My Soul Gem," Mami finally answered, warily watching the other Magical Girls in the room, aside from Homura.

"Your..." the redhead blinked, "What the hell does that have to do with it? It lets you use your magic, sure. But what else can it do?"

"Have you never thought about _why_ it is called a Soul Gem?" Homura replied tonelessly.

Sayaka realized where she was going before Kyoko did, "Wait...you're not saying..."

Homura merely nodded, "I am. We explained Mod Souls, as the Soul Gem is similar. It _is_ your soul."

"What about our bodies?!"

Kyoko was the first one to understand this time, "Damn it...what did that little monster _do_ to us? You're sayin that Mami got that fake body workin because her Soul is in the jewel? And ours are too?"

"That is exactly what I said," it was difficult for the time-traveler to hold back her own anger at the Incubator.

As expected, Sayaka had gone bone white, shaking as she looked at the ring on her finger. The blue-haired Magical Girl had clearly understood the implications of that statement and it was _scaring her_. It always did, and always would. But this time, she had a support net.

"I'm a zombie," the girl breathed, looking at her hand before running them through her hair, a mad laugh escaping her, "I'm a _zombie_!"

Before anyone else could react, Rukia was pulling her hands away surprisingly gently. Her rough exterior would make it hard to believe by most, but the Kuchiki girl _was_ capable of being gentle when she needed to. And this was one of those cases, because the _last_ thing Sayaka Miki needed right now was someone being harsh to her. She needed support, and that was why the shinigami was here. Because after all...if there was anyone who understood the inner workings of a soul...it would be her.

"You are _not_ a zombie," the violet-eyed girl spoke, "if you're a zombie, then so am I. And didn't we just establish I'm a ghost?"

The bluenette focused on her, a weak giggle coming from her, "But...it's not the same. Your body isn't real anyway! I was turned into this thing without wanting it! And my bodies dead now! How can I...how can...Kyouske..."

She broke down into sobs after that, emotions running wild. Homura was familiar with this...it truly did happen every time.

"Damn that Kyubey," Kyoko ground out, hand clenching and unclenching like her spear was in it, "I'm killin him next time I see him."

Homura shook her head, "Pointless. He has different bodies, and while we are looking for a way to kill him for good, we have not found it."

"Damn it!"

And the thing was, her anger would be _far_ worse were the redhead to discover exactly what they were. Immature Witches, to use the Incubator's terminology. But that discussion was for another day. It would be hard enough to calm Sayaka down, _without_ thinking about what she could become.

"Homura-chan..." Madoka clutched her arm now, "I..."

"It's okay Madoka," Homura squeezed back slightly, "Kyubey will not get to you."

A shake of her pink head answered that statement, "I'm not worried about myself, not really! I'm worried about Sayaka-chan..."

Considering the bluenette was still uncontrollably sobbing into _Mami's_ shoulder now, that was understandable.

"Miki-san," Mami gently rubbed circles into her sobbing junior's back, "You're still alive. I'm still alive. Even if our bodies aren't that isn't what matters. What matters is the _soul_. I think I might know that better than most, right?"

"But..."

"No, but nothing," the older Magical Girl countered, "No matter what vessel it's in, you are still _you_. Is Akemi-san any less because she has a Soul Gem? Or is Kuchiki-san any less because she's not using a 'real' body? Because aside from what they call it, these bodies are very real."

In hindsight, perhaps constantly calling gigai's _fake bodies_ was not the best idea in the world.

Sayaka slowly stopped crying, though her body still shook, "You're right...but I..."

"No one's asking you to accept it in one sitting," Rukia broke back in, "That would be pointless and counterproductive. Work at your own pace Sayaka...we're here to help you."

"Speak for yourself..." Kyoko muttered in the background, angrily munching on her Pocky as she probably contemplated ways to murder Kyubey.

"Thank you Rukia..." Sayaka finally got up, rubbing at her blue eyes, a weak smile on her face, "Look at me...crying like a baby. Some Magical Girl I am..."

Mami shook her head again, "Everyone cries, even Magical Girls. Sakura-san included, though she will deny it I'm sure."

"Like hell I cry!"

"Some things never change," the oldest Magical Girl smiled.

Kyoko continued to grumble under her breath, glaring at anything and everything. Sayaka couldn't help but giggle at that, already feeling better than she had been. And for her part...Homura breathed a sigh of relief at that. The longer they could stave off the inevitable...the better.

After all...they still needed to be informed of Walpurgisnacht...

* * *

 **AN: As you can tell, Sayaka's training does have an effect. I'd say Kyoko sill has the edge, but it isn't as one-sided as it could otherwise be. Her extending sword trick is from _Different Story_ , IIRC.  
**

 **Hope everyone enjoyed the chapter. Ten reviews for the last one, so at least I didn't shed a bunch of readers there.**

 **Reviews:**

 **Krazyfanfiction1, MWkillkenny84, gatesofhellkeeper, guest:** Thanks for the reviews!

 **thefluffyone93:** Do you mean Orihime being able to cleanse Grief Seeds? I was actually talking about the way Rukia was acting after Mami 'died' in this case. Though I can see your point.

Oh, when Rukia and Kyoko actually _do_ spar is going to be very fun to write, to say the least.

 **Duncan0Idaho:** Yeah, I probably could attempt dark even though I suck at it...but this story is called _New Hope_ for a reason. I never intended it to go particularly grim.

 **Nintendoman58:** There'll actually be a Rukia/Mami segment later on to talk about what Kyubey said.

 **IchiFell:** Yeah, that's what I was worried about. Cheapening her death.

It's why I chose to have it where she still 'died'. Mami _Tomoe_ is dead. Mami may be alive, but she can't go back to her old life.

Somewhere between 40-60 resets actually.

 **GGFBank:** Yeah, they just got lucky her Gem was still intact.

 **Derook:** Mami's going to be in an odd state. She knows being cocky is bad and can equal beheading...but she also knows that as long as her Gem is in one piece, she can be brought back.

 **AN: I hope everyone liked the chapter!**


	15. Downtime

**AN: Moving along...moving along.  
**

* * *

 ** **Mitakihara****

* * *

"Homura-chan?"

"Yes Madoka?"

"Is Sayaka-chan really going to be okay?"

If it were anyone else, Homura might have just replied the same as she had the last time that Madoka asked that question. But one of the things she hadn't mentioned in her story of her time-travel was what happened to Sayaka Miki every time the girl contracted. It hadn't been important at the time, and the last thing that the girl wanted to do was worry her friend in any case. But sometimes, there wasn't a choice in the matter. Homura had made the choice not to lie to her friend any longer, and as such, she wouldn't lie here.

It would be counterproductive, to say the least. Not to mention the fact that it would upset Madoka when she found out the truth. As neither were options that Homura wanted to think about, she sighed softly, as the two girls walked back to the pinkette's home. Junko Kaname had practically forced Homura to stay there now, since she found out the girl lived alone.

At least it meant they wouldn't be overheard.

"I don't know Madoka," the time-traveler finally replied, "Sayaka Miki has always died when she contracts. Died or..."

"Or?" Madoka asked weakly, voice shaking at the idea of something worse than death.

"This cannot get back to her," Homura continued seriously, looking her friend directly in the eye, "It will hurt her, trust me."

Madoka nodded seriously, "Okay Homura-chan. I won't tell Sakaya-chan if you don't want me to."

"Our Soul Gems being our actual souls is not the worst aspect of what Kyubey has done," the dark-haired girl explained, "that is what happens if we don't cleanse our Soul Gems. We will give into our despair and become what we fight...become Witches."

The pinkette ground to a halt, wide eyes staring at her friend. Homura felt a stab of pain at the horrified look she was receiving. It was never easy to reveal the truth...especially not to kind-hearted Madoka. She didn't deserve to have the knowledge of what her friends would become...she didn't deserve to have to bear that burden.

"Witches?" Madoka squeaked out, her voice weak as she held a hand to her head, "Magical Girls become Witches? But...why? Why would Kyubey do something so horrible?"

"Because in his mind it is worth it," Homura replied...and with only Madoka with her, the time-traveler made zero effort to hide her hate for the Incubator, "I can't claim to understand his goals, as I have never bothered learning his ultimate motivation. However, in what I have learned, the Incubators have no understanding of human morals or emotions. To them, this is a perfectly valid system."

"But...they're hurting so many people!" the pinkette protested, "And they don't even tell anyone what's going on? How can Kyubey do that to everyone?"

"It matches his goals. If Kyubey doesn't tell Magical Girls what they will become, they will inevitably fall. If he were to explain this, the ultimate fate we all share, then no girl would ever contract. No matter what wish they may have."

In point of fact though, Homura was one of the very few exceptions to that rule. Even had she known about the system when she made her wish, she would have still done so anyway. Madoka was important...easily valuable enough to throw her own life away to save the girl. Most girls though...they would never do so, if they truly knew what it meant to become a Magical Girl. That was why Kyubey didn't tell them.

Not because he didn't find the information necessary to share. Not out of any sort of altruistic 'it is better if they don't know' idea. No, the Incubator hid behind his wall of lies-by-omission because it was the only way his system could work. If he didn't, he would never have managed to ensnare so many girls...even those desperate to live like Mami Tomoe.

"Would telling Sayaka-chan have kept her from making her wish?"

Madoka sounded like she already knew the answer to that question. Homura could only shake her head, allowing the slightest of small frowns to cross her face, "Perhaps, if she had not been trapped with the Witch. On the other hand, her feelings for Kamijou has always influenced her decision. It is likely that would not change."

"Is that why you didn't tell anyone?"

Homura sighed so softly it was almost unnoticeable, "No. I...only told everyone once Madoka. I was not understood until Sayaka fell and became a Witch. Mami broke and killed Kyoko Sakura, and would have killed me as well were it not for..."

That was one thing she couldn't finish. It was bad enough to burden Madoka with what she had already learned. Telling her that _she_ had to kill _Mami Tomoe_ would break the girl. Homura had _no_ desire to see her friend bearing this knowledge. Not when they were so close now.

"Luck, and my abilities," the time-traveler finished, silently apologizing to the pinkette for once more lying to her.

"Mami-san?" Madoka clearly acted like she couldn't understand that thought.

And at one point, Homura was much the same. But she knew better now. Mami was a broken girl, who barely held herself together. It was a miracle she was doing so well at the moment.

In any case though, it was about time they finished talking about such a depressing subject. The dark-haired Magical Girl didn't want her friend to worry anymore than she already was. They needed to talk about better subjects...ones that wouldn't hurt either of them.

"Yes," as such, Homura shook her head when Madoka looked like she wanted to ask more questions, "Madoka, please. I...do not like reliving these memories. Perhaps we can save this conversation for later? I would much prefer spending time with you, not talking about my...past."

Madoka's face fell...though not from the fact she couldn't hear more. It was because she felt bad about pushing her friend down a path of dark memories. Homura gently placed a hand on Madoka's arm, smiling ever so slightly.

"I don't blame you for wanting to know. It's just...not something I like talking about."

"Right," the pinkette nodded, face bearing a soft smile, "Why don't we go get something to eat Homura-chan? We don't have to be back home yet."

"I..."

"Come on Homura-chan, we haven't eaten out together in such a long time!"

 _She does have a point,_ the logical part of Homura's mind acknowledged, while the more...emotional...side that she normally kept tightly locked down knew the answer already.

After all, the one thing she truly desired was spending as much time with Madoka as possible.

"Okay," the time-traveler nodded, face flushing when Madoka grabbed her hand, "You can pick Madoka. I will pay."

"No, I'll..."

"Madoka, you are allowing me to live in your home. This is the least I can do."

And it really was. What was paying for a single meal compared to being allowed to stay with her dearest friend? Even if it was mostly because her mother forced the issue, it hardly mattered to Homura. She could never repay her friend for everything she had done for her. This was the _least_ she could do.

 _-0-0-0-0-0-0-0-0-0-0-0-_

Sitting in the mall with Madoka happily sipping at her drink, Homura leaned back in her seat. Going to eat together had been a very good idea in the long run. The less than happy thoughts of earlier had fled in the face of the girls relaxing and talking about happier things. Well, Madoka did most of the talking to be fair. Even if she was opening up more with her dear friend, Homura was not and never would be the most talkative person in the world. Then again, she didn't need to say much.

 _Madoka...she appreciates every minute I spend with her. I don't know why, but she does._

It was the truth too.

"Homura-chan," the pinkette in question looked at her friend, "I like spending time with you like this. You look so much happier now."

"I...also enjoy this," Homura felt the slightest smile cross her face. Because, truly, she did enjoy spending time with her friend.

"We need to spend time like this more often," Madoka continued, setting her strawberry slush down, "You're always fighting Homura-chan. You never spend time relaxing, do you?"

"There never was time to relax Madoka," the time-traveler calmly replied, elegantly placing a fry in her mouth.

The other girl pouted slightly, scooting closer to her friend, "There's time to relax now right?"

Blinking, Homura looked at the earnest expression being directed at her, "Madoka?"

"We can relax Homura-chan," the pinkette grabbed her friend's hand tightly, "You aren't alone this time remember? Rukia-chan and the shinigami will help won't they?"

"...I don't know if they will. Rukia will, and Kurosaki-san as well. But I don't know about the rest of them."

Madoka just shook her head, a determined look crossing it this time. She squeezed Homura's hand, sitting right next to the taller girl. Who felt a slight flush coming to her face from the proximity. She knew that Madoka was a physical person, who emoted best through hugs and things of that nature. But this was something that the time-traveler doubted she would ever get used to, no matter how often it happened. And it was likely to happen more and more often, the closer she got to her friend.

Well, it wasn't like she didn't _want_ this.

"Even if the others don't help, you still aren't alone anymore," Madoka said, leaning into her friend's side, "please, relax for a little while Homura-chan. Let the others do some of the work for once. If what you told me is true, you deserve time to rest. Please, for me?"

That last statement was accompanied by the pinkette turning her equally pink eyes up at Homura's face, a pleading look in them. Understandably, the stoic girl's mask crumpled along with her determination, when faced with that expression.

She never could say no to Madoka, could she?

"I can spend some time with you, if that is what you want Madoka."

The brilliant smile didn't help her determination any.

"Thank you Homura-chan! What do you want to do next?"

"Whatever you want Madoka," Homura answered immediately. She didn't know any other answer in this situation. Spending time relaxing at the mall wasn't exactly something she was overly familiar with. The first timelines hadn't involved much of it, not with working by Mami and Madoka's sides. The latter ones had been a single-minded determination to do _anything_ and _everything_ she could to save Madoka. Goofing off didn't accomplish that goal, and as such, wasn't done.

And, of course, there was the fact she still had almost no social skills to speak of. That too.

Her friend just frowned, "Isn't there something you want to do Homura-chan?"

"Being with you is enough for me Madoka."

It was the pinkette's turn to flush, though the smile on her face grew softer. Madoka squeezed Homura's hand again, before getting to her feet, pulling her friend with her. Blinking slightly, Homura allowed her dear friend to drag her away from the table. Part of her wondered where Madoka was going to take her. The rest of the girl...the part that wasn't coldly logical...just accepted the situation. Madoka was happy, and that was more than enough for her, even as a flush of her cheeks made it clear what she felt.

And yet, her heart felt lighter than it had in what felt like, and might well have _been_ , years. How long had it been since Madoka was so eager to take her places? So eager to just spend time with her, without Witches or Magical Girls being involved? Homura couldn't even remember the answer that question. At one point, that might have worried her. But not now. What did it matter how long it had been? It was happening _now_ , and that was the important thing.

 _Even if this takes away from preparing for Walpurgisnacht...it is worth it. Spending time with Madoka is_ always _worth it. I had forgotten that, in my determination to fight alone and never get her involved. Perhaps, that was not the right decision after all. By pushing her away, Madoka was driven into Kyubey's camp no matter what I did to prevent it. By pushing her away, my warnings never had the weight they should have._

Homura could realize that now, so close to the end of another month in her endless maze.

 _Staying with her like this...allows me to protect her so much easier. Kyubey has avoided us for a long time, and if that continues everything will work out. I was a fool for choosing to stay away. Madoka...I..._

Shaking her head, the dark-haired girl fought down a blush even as Madoka turned curious pink eyes on her.

"Are you okay Homura-chan?"

"Yes. I was just...thinking."

"About what?"

 _"..."_

She couldn't well tell her friend it was _her_ that she was thinking of. That was embarrassing on so many levels.

"Homura-chan?"

Allowing a slight smile, Homura shook her head again, "It's nothing Madoka."

"If you say so," the pinkette nodded, knowing when to not push her friend, "Come on! The music store might have something new!"

Letting Madoka tug her into the store, Homura's smile remained on her face. Even if they still had to worry about Walpurgisnacht in the future and keeping Sayaka Miki sane...at least she had Madoka by her side.

Somewhere, deep in her heart, Homura felt at peace. The warm feeling rushing through her body no longer had anything to do with embarrassment...and much more to do with contentment and _happiness_.

 _Madoka..._

* * *

 **Rukia Kuchiki, Training Room**

* * *

While Homura and Madoka may have been relaxing, the same couldn't be said for Rukia and the others. The petite shinigami was sitting in her training room, Sayaka and Kyoko on either side of her. Mami was practicing her shooting, adjusting to her new body. If that were all the situation was, it might have been relaxing even. The only reference point Rukia had to firearms was Uryu Ishida, and the Quincy's bow was certainly not the same. So watching Mami train was interesting, and might have been enough to keep her attention in ordinary circumstances. Unfortunately for her...

The situation was hardly _normal_. Leaving aside Mami having to train in a new body she wasn't used to, there was also the matter of the girls on either side of her. Rukia was still worried about Sayaka, who had been uncharacteristically silent ever since Homura had told her the truth of her Soul Gem...well, most of the truth. She hadn't mentioned the Witch situation, but the shinigami could understand that much. There was no need to push the matter yet. Either way though, it was worrying that Sayaka was so silent, because it meant she was thinking about what she had been told...and the slump of her shoulders wasn't promising.

And then there was Kyoko. Rukia wasn't sure what to make of the redhead, who was absently chomping on an apple while watching Mami. There was clearly some history there...it almost reminded her of back before she and Renji had made up. They were clearly friends, but there was a distance between them all the same. Of course, it was harder to tell that when the redhead did her best to deflect questions and made it clear she didn't particularly like the other girls.

 _I am not cut out for this. I understand that Homura needed time with Madoka, but this is not my idea of a fun time. When_ is _Ichigo getting here anyway?_

She _really_ would have preferred not having to balance this on her own.

"Hey, Shorty."

Not to mention that Kyoko's habit of nicknames was annoying.

"What?" Rukia snapped, thoroughly over being called that name. Only Ichigo could get away with calling her short or any variety thereof, and that was _pushing it_.

"Whoa, cool your jets," Kyoko smirked at her, "Just wonderin'...why're you letting Mami work alone? Shouldn't you be trainin her or something since you built that body?"

" _I_ didn't build it," the shinigami shot back, "That was Urahara. And in case you didn't notice, I use a sword. I'm not the one to be training someone who uses guns."

"That'd be Homerun?"

Sighing at the nickname, Rukia nodded, "Yes, it would be Homura if anyone."

"So what _do_ ya do here then?"

"Why do you care?"

Kyoko leaned back, tossing the remnants of her apple away before grabbing another one. A thoughtful look crossed her face, sharp red eyes looking directly into Rukia's violet ones. There was an age to those red eyes...an age entirely unfitting the girl in front of her. It was like Homura in a way, but not the same.

"Curious," the redhead finally replied, "not that I trust any of ya but Mami, but I'm kinda curious exactly what you _do_ Shorty. You're a 'shinigami' supposedly, but I haven't seen any evidence of that. It's rather hard to believe without that y'know."

"It's not as if I go around advertising what I am," the Lieutenant countered, "Shinigami are not supposed to interact with those who are still alive..."

"No shit. Then why're you around us?"

Taking a breath to calm herself, Rukia counted to ten. She needed to remind herself that they _needed_ Kyoko's aid. She was the most veteran Magical Girl after Mami, and that was not something to be thrown away. But the other girl made it _very_ difficult to do so. She was like the worst parts of Squad 11 and Renji condensed into one annoying, food inhaling girl. Even so...they needed her, and the only way to keep the redhead around was working with her and answering questions.

However annoying she made it.

As such, "Well, have we not established that you are not ordinary humans? The one exception to the rule are spiritually aware humans who have been contacted by a shinigami. Homura fit the bill, and she asked for my aid here."

"Figures," Kyoko scowled, "Somethin's up with Homerun, and I don't like it."

"Other than her refusal to let Madoka contract, the only aid she asked for was against Walpurgisnacht," Rukia pointed out. Before promptly realizing they hadn't actually _mentioned_ that Witch yet.

Oops.

"Walpurgisnacht?"

Snapping out of her funk, Sayaka leaned in, a bit of life back in her eyes, "Wal-what now?"

Mami had also heard Rukia, and moved over. She was the true veteran, at least when it came to Witches. So it was probably best she explain it anyway. Rukia might mess something up. She still fell into the habit of comparing Witches to Hollows on occasion, after all.

"Walpurgisnacht is _the_ most powerful Witch of them all, Miki-san," the brunette explained, sitting down and pulling tea out of seemingly nowhere, "I don't know the exact details, but she is a construction of multiple Witches, gathered over centuries. Every time Walpurgisnacht appears, a city is destroyed. It is normally written off as a natural disaster, such as tornadoes or earthquakes."

Kyoko took over, "The thing's a myth. Every Magical Girl worth their job knows about it, but actually fighting it? Never happens."

"More appropriately," Mami sent a sharp look at her old friend, "none who fight her survive to tell the tale. What we know is from friends of Magical Girls or those who run instead of standing their ground."

Sayaka blinked, "Then how does Homura know that it's coming?"

"I..." Rukia opened her mouth, before shutting it, a thoughtful look crossing her face, "Don't know actually. She didn't tell me that."

"I, on the other hand do have a theory. Walpurgisnacht always leaves signs of when she will appear. The weather will worsen, and the amount of Witches in the city she will appear in always increase the closer the arrival is. The day is also the same, hence the name," Mami frowned slightly, "Walpurgisnacht. Night of Witches. All the signs point to Mitakihara being the zone of arrival, and I confirmed that with Kyubey before..."

Before she had 'died' and lost all trust in the little monster.

For her part, Rukia just nodded along with the explanation. It actually made a fair amount of sense. For instance, it had seemed odd to her just _how_ many Witches were in Mitakihara. It couldn't possibly be Kyubey recruiting _that_ many girls. Not in the amount of time they had. It was almost as bad as Karakura was with Hollows, and at least in _that_ case there was an excuse. The town was a center of spiritual activity with good reason. Mitakihara though, just seemed like a normal- if hyper-modern -city. It hadn't made sense there were so many Witches.

But if the number of the corrupted Magical Girls was any indication, _something_ was up. The idea that Walpurgisnacht made more appear was logical, and easy to believe.

"How are we going to stop that thing then?" Sayaka asked, the small light in her eyes growing as she latched onto something.

"Not easily," Mami sighed.

Kyoko snorted, "That's an understatement Mami. If the thing's real, beating it ain't going to be easy."

"Unfortunately that is true. Miki-san, none of us have ever fought something this powerful before. I doubt any of us could win entirely on our own. We have to work together if we want to win."

Sayaka nodded, getting to her feet, "Then let's get busy! You've still got stuff to teach me don't you Rukia?"

"Yes...?"

The sudden spurt of determination from the bluenette had her friend blinking. Sayaka looked ready to go and fight, entirely unlike how she had been acting just a few minutes before. It was strange.

At least, it was strange until Rukia thought about it deeper. Clearly, her friend wanted something to keep her mind off _what_ she was. If training to fight the most dangerous Witch in existence did that, she would do it in a heartbeat. After all, Sayaka Miki had always been one to look at things in black and white terms...good against evil. This was the ultimate case of that. So it only made sense she would use it too keep her mind off more _gray_ matters.

Such as what she had been turned into.

"Well, let's get to it!" Sayaka pulled Rukia up.

Only for Kyoko to grab the other hand of the shinigami, "Hold up a sec! I want to spar ya too Shorty. Been too long since I've had a decent fight."

"I wasn't a decent fight?!" the bluenette let go of her friend, turning to glare at the redhead.

"Nah, not really. You ain't bad Sayaka, but you ain't good either."

"What?!"

"Ya heard me."

Rukia looked between the two, head spinning slightly. Mami tapped her shoulder, smiling softly at her younger counterparts, "Sakura-san always was like that. I honestly expect those two to be friends, after they've worked out their problems."

"It reminds me of Ichigo and Renji," Rukia shuddered slightly at that thought.

"I'll take your word there Kuchiki-san. Shall we get started?"

Looking at the girls who looked ready to murder the other, all the shinigami could do was sigh, "Might as well."

At least something was getting done...

* * *

 **AN: Have I mentioned Kyoko is fun to write?**

 **Not much to say down here this time. We are winding down- I imagine two maybe three 'filler' chapters before we hit Walpurgisnacht. Then we'll have the epilogue.**

 **Reviews:**

 **Krazyfanfiction1, MWkillkenny84:** Thanks for the reviews!

 **Nightraze:** I'm glad everything is making sense and that you like it.

 **DschingisKhan:** Yup. Kyubey hasn't exactly been idle either, but since this is Homura-centric we aren't seeing what he's up to at the moment...

 **gates:** She could. But there are a couple problems with that:

A. She'd have to hope he could replicate it from word-of-mouth and pictures.

B. Mami _Tomoe_ has been confirmed dead. Her body came out of the Labyrinth, so getting one that looked just like it...would be rather hard to deal with.

 **IchiFell:** Well, I'm glad you can still enjoy the story!

 **GGFBank:** Perhaps, perhaps not.

Also. Madoka taught to use a bow by arrow spam Uryu or even more arrow spam Ryuken? Kyubey would weep in fear even though he doesn't have emotions.

 **korrd:** Ichigo, at the least, is coming in a couple chapters. Unsure on anyone else as of yet, though I'm going to start writing those chapters soon so...maybe.

 **AN: I hope everyone enjoyed the chapter!**


	16. (More) School Woes

**AN: Apologies for the delay everyone. I made the choice to finish writing the entire story before posting anymore, that way it would be done and I wouldn't have to worry about finishing things.  
**

 **It did come out to 21 chapters, by the way.**

 **Now, since it's done I could either go back to the 5 day update thing, or just post 'em all once a day until it's done. Up to the readers there, I'm fine either way. Though it's worth noting there are only six chapters left.**

* * *

 ** **Mitakihara Middle School****

* * *

In a way, it felt extremely disconcerting to go back to school. After everything that had occurred in the last few days, even Homura felt the oddness of the situation. Kyoko had arrived, Mami had died...and come back to life. Her secret had been revealed to Madoka, and Sayaka was somehow holding herself together. The situation was just...strange, to say the least. Going back to school felt like a dream almost, even to her. Especially with the knowledge that she would only have at most a handful more days of normality. Walpurgisnacht was growing ever closer...and Homura knew that better than anyone.

After everything that had happened, it felt almost like a relief to know that it was coming to a close. This timeline was the best she had had...and she was _very_ determined to keep it. With the aid of Rukia, Kurosaki-san and the other Magical Girls, it was even possible that Homura could do so. It was even _likely_ that she would win this time. And it was only that knowledge that allowed her to walk to school with Madoka, instead of being out hunting Witches.

"I wonder if Sayaka-chan will be waiting for us," the pinkette was saying, bag swaying from her hand as her other one clutched at Homura's own limb.

"I'm certain she will," Homura replied absently, feeling her heart pounding hard with the feeling of her hand in Madoka's.

"But she might be training with Rukia-chan," Madoka pointed out, "Sayaka-chan seemed more interested in that than school."

Homura could hardly deny that point. It _always_ went that way. Whenever Sayaka Miki found out the truth, she stopped going to school.

"Perhaps."

Conceding the point though, if only out of a desire to not argue with Madoka, the pair continued on their way to school. The shadows from the trees grew ever longer, as the weather grew worse and worse. A sign of the impending arrival of Walpurgisnacht, the seasons were slower to change than they should have been.

"Hey, Homura-chan?"

"Yes Madoka?" the time-traveler replied, shaking herself from those thoughts.

"Will Kyoko-chan be staying at school too?"

 _That was out of nowhere, even for Madoka..._

Shaking her head, the teen replied, "Doubtful. Kyoko Sakura has never transferred to our school. In fact, I doubt she has been in any school for a long time."

"That's so sad," Madoka wiped a tear away, "why would she not go to school?"

And _that_ was something that Homura didn't have the right to share. She had found out, in one timeline that had gone _very_ bad for Sayaka Miki, exactly why Kyoko was a loner and so bitter and jaded about life. It was a story of pain that made it easier for Homura to relate to the redhead than any of the other girls- obviously excepting Madoka. If it hadn't been for her Soul Gem, the girl would have died with the rest of her family. But much as Homura herself sometimes thought in darker moments, at least then she wouldn't have been forced to carry the weight of her grief.

They truly were similar, in that regard if in nothing else. Both girls forced to carry deep, personal weights they could never share with others. Both driven to extremes to keep their minds from drifting in that direction. Homura with her determination to save Madoka and her mask. Kyoko with her cynicism and decision to never use her magic for anything but herself.

Though, there was one more similarity.

 _We both have someone important to us...someone we would do anything for._

Homura looked down on Madoka, feeling her heart flutter at the smile her friend sent her direction. This...Homura had never been in love, and wouldn't know what it truly felt like. But she believed it might be what she was feeling for Madoka. Now that she had a label for it. And Kyoko Sakura had acted much the same with Sayaka, once the two had become closer.

"I know why she doesn't," Homura finally answered her friend's question, "But that is highly personal, and not my place to share. I only heard it from her once before."

Madoka nodded, "Okay Homura-chan. I just hope she's okay."

"Believe me, Kyoko Sakura is the last person you have to worry about," the dark-haired girl couldn't quite hold back a small smile...at least in Madoka's company. The idea of Kyoko needing anyone worrying over her was ludicrous. The only times she ever died were all intrinsically tied with Sayaka Miki's fate. And as Sayaka was still stable for the time being...

There was little reason to worry.

"I believe you," the pinkette smiled at her friend, before her smile grew into a grin as she looked past Homura, "Mami-san!"

"Hello Kaname-san, Akemi-san," Mami walked into view, her long brown hair tied into a ponytail instead of her traditional twin-tails, "It is nice to see you two."

"Are you still going to school Mami-san?"

The brunette nodded, though a sad expression crossed her face, "I am. But I'm in the same class as you two now, since I...can't..."

"It's okay Mami-san," Madoka let go of Homura's hand, to rush over and hug her older friend.

At one point in time, Homura would have been jealous and annoyed by that. But right now, the other girl needed comforting that only Madoka could really give. And they all needed Mami intact, for differing reasons.

"I know it is," the girl wiped a tear away, "thank you Kaname-san. It's just...a lot to take in. I never really had many friends in my class though, so I don't have anyone I'm...leaving behind."

"How did you transfer?" Homura couldn't help but ask, curious as to the answer.

Mami's weak smile widened ever so slightly, "You can thank Urahara-san. He created new papers and a new identity for me. It was my idea to join your class though...I feel better in the same area as all of you. Especially since Kyubey hasn't been around lately."

That had been odd as well. Ever since Rukia had killed one of his bodies, the Incubator hadn't been around. It worried Homura to some extent but at the same time she accepted it. At the least, he wasn't trying to contract Madoka. And that was enough to take a _lot_ of worry off her shoulders on its own. She could worry about what he was doing later. So long as he stayed away from her friend, she could afford to do so.

"We should probably be going," as such, she started walking to the school again.

"Right, don't want to be late," Mami agreed, her ponytail swaying slightly as she walked, green eyes scanning the area, "Akemi-san?"

"Yes?"

"I have to ask...what are you planning?"

That question got Homura to raise an eyebrow, as Madoka's hand latched onto her own again, providing comfort in the only way she knew how.

"Planning?"

The brunette smiled weakly again, "I know you aren't just focused on Walpurgisnacht. Are you planning anything against Kyubey as well?"

 _Observant as usual I see, Mami Tomoe._

"What would you do if I was?" Homura asked back.

A sigh answered that, "I'm not sure. I don't trust Kyubey anymore, but actually fighting him is something I can't do. Not after everything I went through with him."

"That, I don't blame you for."

Nothing more needed to be said. The girls lapsed into silence, as they continued their walk to the school.

 _-0-0-0-0-0-0-0-0-0-0-0-0-0-0-0-0-_

"Sayaka-chan!"

"Madoka!"

"...Kyoko?"

Three voices spoke at the same time, as the three girls met the other two Magical Girls of Mitakihara. Homura couldn't stop a shocked blinking of her eyes though. Because Kyoko Sakura was standing with Sayaka, sour look adorning her face as she wore the school uniform. She...shouldn't have been there. Not once had she ever entered the school, with good reason. Seeing her there now was almost as shocking as the still hard to get used to Mami. At least she didn't look happy, because _then_ Homura would be questioning if she really was dreaming this up.

There were only so many shocks she could take in short succession, before even _she_ began worrying about the situation.

This didn't seem to be the case here though. Kyoko's sour look was directed at Mami, who smiled brightly for once. A smile directed at the redhead. Which likely answered the question as to why she was even at the school, leave alone at the school in one of their uniforms. It also didn't surprise Homura to see, not anymore. Mami had not been reconnected with Kyoko in the same way before now, so she clearly was taking advantage of it _this_ time.

"Yo," the redhead grumbled, pocky in her mouth as usual.

"Why are you here?" Homura asked, even if she knew she already had the answer.

"'Cause Mami decided I needed to do somethin' with my life," Kyoko replied moodily, glaring at the older girl, "or something. Believe me Akemi, the _last_ thing I want to do is be here. I'd rather be out huntin Witches than sitting in a school learnin shit I'm never even gonna use."

Mami sent a disapproving look at her younger friend, "Watch your language please, Sakura-san."

"Yeah, yeah," the redhead waved it off.

Electing to ignore the soon to result argument, Homura turned back to Madoka and Sayaka.

"Are you okay Sayaka-chan?"

"Yeah, totally fine! It'll take more than this to make Magical Girl Sayaka-chan worry!"

Who were having a fairly typical conversation themselves.

"But Sayaka-chan, you were..." Madoka continued, worry clear in her pink eyes.

The bluenette waved it off, smiling brightly, "I'm fine Madoka. I mean, it was shocking yeah. But hey, we've got Rukia to show that I don't have to worry. So I'm not!"

Homura didn't need to be familiar with multiple Sayaka Miki's to recognize a lie from the girl when she saw one. Because this was clearly one. Her shoulders were tense, the smile while bright was clearly strained. And her normally dancing blue eyes were dull. And if Homura could see it, it was a given that Madoka could as well. Even the accumulated time of her attempted resets did not balance out to her knowing Sayaka anywhere _near_ as well as Madoka did. Not when the time-traveler had made no real efforts to interact with her before this strange timeline.

And her theory proved accurate, when Madoka hugged her friend tightly. Despite her budding feelings, Homura felt no jealousy either. Sayaka was Madoka's best friend, and it would be completely unlike her not to hug the bluenette when the other girl was down. She could put up with this, just as she had with Mami earlier. After all, they weren't the ones who had Madoka holding their hand wherever they went.

"It's okay to be worried or sad Sayaka-chan," the pinkette said, "I know you are. I'm so scared for you. And Mami-san, Kyoko-chan...Homura-chan."

"There are those who will help you," Homura added, if only because Madoka sent her a look asking for help.

"I know that," Sayaka replied, gently pulling away from her friend, "Thanks though."

"It's what friends are for!" Madoka smiled at her friend, "Right Homura-chan?"

"...yes."

Mami walked back into view at that statement, "And we're all friends here. I know that Kaname-san isn't a Magical Girl, but even so. We're all friends, and all of us are working together."

Tears leaked from her eyes, as the girl smiled at the thought of having so many friends.

"Speak for yourselves," leave it to Kyoko to ruin the moment, "I just wanta get this over with so I can go get back to huntin. Where's our damn classroom anyway?"

Despite the situation- namely, Mami scolding the unrepentant redhead while Madoka giggled and Sayaka brooded -Homura felt at ease. This was...normal. No fighting between the girls, no danger of any of them falling to despair- permanently, at least -and no Incubator. They were just a group of girls acting like any group of girls their age would act.

It was this that she fought for. And she would be damned before she gave it up for anything.

* * *

 **Sayaka Miki, Middle School**

* * *

 _Where are you Rukia?_

Sayaka sat in class, wondering where her friend/mentor had vanished to. After their training match, she had been supposedly called to 'make a report' or something of that nature. She knew that the other girl was a shinigami now, and supposedly a high-ranking one at that. But being called away like that worried Sayaka, a lot more than she would like to admit. Rukia was her rock, the one who reminded the bluenette Magical Girl that she _wasn't_ a zombie or anything of that nature. She was just a being who had her soul in a different container, it didn't mean she was dead or anything. And even if she was, Rukia _herself_ was technically dead and it didn't stop _her_ from acting normal.

So yeah, she kind of wished her friend was still around. At least Madoka and Hitomi were still here. Even Homura had been nicer lately, though she was still a cold fish for the most part. It provided at least something to lean on, when she felt the fear and worry rushing to the front of her mind. Hell, even _Kyoko_ was a help there, since arguments with her at least gave her something to focus her frustration at.

"Sayaka?"

Speaking of Hitomi...

"Huh?" the bluenette elegantly asked, before shaking her head, sending an apologetic smile at her friend, "Sorry, did you need something Hitomi?"

"Did you know that Kyouske was back?"

 _What?_

Blinking, the blue-haired girl turned equally blue eyes to her friend, tilting her head in confusion. Had she been so out of it she didn't notice that Kyouske was out of the hospital?

"He is?"

"Yes," Hitomi replied, before nodding at the door, "on that subject, can I talk to you about something?"

"Yes...?"

It was an understatement to call Sayaka confused. She had _no_ idea what her green-haired friend could want to talk to her alone about. Especially if it involved Kyouske. Had they even met before? She always went with Madoka to the hospital on her visits, since Hitomi was always busy with something or other. So why would she be asking about _her_ friend...and crush. Her confusion wasn't helped by the fact that Homura was watching her leave, an unreadable expression on her face.

Did Miss Mysterious know what was going on?

 _Seriously, I hate being left out of the loop._

Following her friend, Sayaka walked to the roof, where they would be uninterrupted by anyone. They were lucky that it was empty though, considering it was a break time. It was only once they reached the roof that Hitomi turned back around, an entirely out-of-place expression her face. A serious look, more befitting of Homura than the gentle girl with green hair. She sat down on the bench, Sayaka plopping down next to her, nervously clutching her skirt. Something was wrong here, and she didn't like it. Hadn't she had _enough_ shocks to last a lifetime the last few days?

Seriously, was it too much to ask to _not_ have something dropped on her?

"I've been keeping something secret from you and Madoka," Hitomi began, eyes not once leaving Sayaka's face, "and I can't anymore."

"Secret?" Sayaka asked, voice weaker than usual.

"Yes. You see, for the longest time now...I've liked Kyouske-kun. But now, I think I may _love_ him."

 _No...no no no no no...Hitomi, you can't..._ I _love Kyouske._

But if there was one thing true about Sayaka, it was how she cared for her friends. She could _never_ hurt them.

"That's...I mean..." she stuttered out, trying to smile, "That's awesome Hitomi. I hope Kyouske knows how you feel."

"I know this is a shock..."

 _You think?!_

"...but you've known Kyouske-kun longer than I have. I know you have feelings for him too Sayaka...and its only fair that you should be able to confess those feelings first."

"What? Feelings for him?" the bluenette tried to laugh it off, "We're good friends but..."

"Please, don't lie to me Sayaka," Hitomi continued, voice soft as ever, "You're my friend, and the last thing I want to do is hurt one of my friends. That's why I don't want this to feel like I'm stealing him away from you."

"But..."

"Sayaka, please. It is only right that I give you a chance to confess to Kyouske-kun first. As your friend, I can put aside what I feel if it makes both of you happy. But..."

 _Please don't say what I think you're going to say..._

"I'm going to confess how _I_ feel to him, tomorrow after school. If you are going to tell him how you feel, it has to be before then."

When she finished saying that, Hitomi got to her feet, and bowed slightly before leaving a stunned Sayaka alone. A girl who could do nothing but stare at her hands, unable to believe or process properly what she had just been told. She hadn't even known that Kyouske and Hitomi _knew_ each other. And now she was finding out that her friend lo...lo...loved him? And was leaving her only a day to confess? Sayaka knew what she felt for her friend, but throwing this on her with no warning, when she was already breaking down from everything else that had happened?

Hitomi had been kind and understanding. But the girl still made Sayaka want to punch her, despite everything. She never would, because Hitomi was still her friend. But throwing this on top of everything else...

"You okay?"

"Gah!"

It didn't help that Rukia- _finally_ -popped into view. The shinigami was perched on the fence keeping the edge of the roof safe. Her black outfit was the same as during their training and Witch hunts, so she had to have just returned from wherever she had gone to. Easily hopping down from the fence, Rukia walked over to the blue-haired girl, a worried expression on her face. Sayaka didn't know if she had been there to hear Hitomi, but the tears on her face- _I'm crying?_ -would have been more than enough to clue the shinigami in on what was going on.

Even if she didn't really want anyone else to know.

"What happened while I was gone?" Rukia continued, sitting down next to her, "You never cry, other than when Homura told you what was going on."

"No...nothing," Sayaka replied, wiping at her eyes, "I'm just..."

"Sad about something," the shinigami finished, "Hitomi say something? I noticed her leaving when I got here."

"I..."

Oh, screw it.

"She said she lo...loves Kyouske," no point in keeping this a secret. It wasn't like she could _do_ anything about it, "and is going to confess that tomorrow. Hitomi gave me a day to confess myself. But I can't because...I...I'm dead. I can't ask Kyouske to hold me. I can't ask him to kiss me. I..."

Rukia placed a hand on Sayaka's shoulder, about the most physical contact the other girl ever did, "I've told you before Sayaka. You _aren't_ dead. I'm the dead one."

"But I'm a..."

"Not a zombie either," the shinigami sighed heavily, "I swear, I leave for one day...look, Sayaka. You're worried that Kyouske can't love you back because of what Kyubey did, right?"

Nodding shakily, Sayaka didn't move away from her touch. It wasn't like Madoka who would be hugging her tightly...but it was something. She could go to Madoka later. Her pinkette friend would know what to say. She always did.

"Don't be," Rukia continued shortly.

Sayaka broke away this time, sending a wide-eyed look at her friend. Rukia just looked right back, a dry look on her face. Like Sayaka's fears and worries were stupid and...wrong.

"How can you say that?! How can I ever expect Kyouske to accept me for what I..."

"Because, believe it or not, I have the same problem."

 _That_ brought the bluenette up short. She felt her jaw drop open, as she gaped at Rukia. The shinigami just stared at her, an elegant eyebrow raising up.

"Wha...?" Sayaka asked, brain short-circuiting.

Rukia sighed again, "Exactly what I said. Ichigo isn't a _proper_ shinigami. He's a substitute...he has the powers, but he's still alive. But you know what? He doesn't care about that at all. It doesn't matter that he's alive and I'm a soul. It just means it'll be a long time before we can think about living together, nothing more than that."

She place her hand back on the bluenette's shoulder, a serious look in her violet eyes.

"If Kyouske even remotely loves you, he won't care either. Especially since _you are still alive_."

Maybe Rukia also knew exactly what to say. Sayaka still felt horrible, and she wouldn't even try to deny that. But...maybe she was right? It was hard to think that Kyouske would feel the same for her, after everything that had happened to her. She...still felt bad about it herself. But what if Rukia was right? What if Kyouske cared enough about her that he wouldn't care about what had happened? It was a long shot, really. But it might at least be worth trying. Sayaka didn't _want_ to think about Kyouske hating her instead of loving her. Despising what she was and wanting nothing to do with her.

But if she never told him...Hitomi would take him away from her. And then where would she be? Just fighting until she died, with no one to love? Sayaka couldn't stand that idea.

"I'll...I'll try."

A smile was her answer that statement, "Good, you need to. Let's go find him now! Sooner the better, trust me."

"Wha?!"

"If you wait you'll lose your determination."

That was probably true but...

"Hey, let go of me!"

"Not until you do what you need to."

"RUKIAAAA!"

 _-0-0-0-0-0-0-0-0-0-0-0-0-0-_

Now more than a little annoyed with her short friend, Sayaka found herself standing in front of Kyouske. There wasn't a sign of Hitomi anywhere nearby at least. That didn't help the confused expression on the boy's face, as he leaned on his crutches. Rukia had almost literally dropped her right in front of her crush, and it wasn't helping the situation any. Because now she didn't have a choice but to tell him _something_. Even though she felt her determination falling away, replaced by an uncharacteristic nervousness as she looked down at the ground.

It wasn't like her to not speak her mind. But this wasn't a normal situation either.

"Sayaka?" Kyouske finally asked, "What was that about?"

"Umm..." Sayaka replied, twisting her skirt, "Can we sit down? I have something I need to say."

"Okay...?"

Hobbling to a bench, the two sat down. Kyouske still looked very confused by the situation, while Sayaka felt like she was going to breakdown again. This hadn't exactly been her dream idea of confessing her feelings to the boy. But nothing for that.

"Kyouske..." she began, mouth dry as a desert, "I...we've been friends for forever right?"

"Yes," he smiled back, "even when I've been a bit of a jerk. I am sorry for that Sayaka."

"That's not your fault though," the bluenette couldn't help but say, "You were in a bad place!"

"Maybe, but I shouldn't have snapped at you. Anyway, anything else?"

Clearly, he could recognize her trying to change the subject too. Seriously, her life hated her.

"I..." her nerves really were getting the best of her. Shaking her head again, Sayaka plowed on, "Kyouske, I...I love you. I have for a long time."

Her friend stiffened, and went silent at that. Sayaka winced, fully expecting him to say something. She didn't know what he would say, but she hoped it was good. Him rejecting her without even knowing her secret...that might just break her. It was going to be hard enough to accept him possibly leaving her because of what she was now. No matter what Rukia said to the contrary. The idea of him not feeling for her from the start was even worse.

Because then she knew she _never_ had a shot with him, no matter what else happened.

Kyouske coughed slightly, face very red, "Sayaka, that's...I...just..."

"You don't feel the same?" she asked, voice breaking as fresh tears came to her eyes.

 _I'm so weak..._

"No, it's not that!" Kyouske waved his hands frantically, clearly uncomfortable at the sight of her crying, "I just...look, you're my best friend Sayaka. The best friend I could ever have. You stuck with me even though I treated you horribly. I mean, I really do appreciate all you did for me and I _do_ love the CDs you found. I was just in a bad place for awhile there. But..."

He took a breath, before continuing with a softer voice.

"I don't feel that way for you. You're important to me, and I would never want you to leave. But I don't like you in that way."

"So I never had a shot anyway," Sayaka got to her feet, wiping her tears away as she shakingly smiled, "I'm sorry for dropping that on you Kyouske. I guess I just...I'm sorry."

The boy frowned, "Sayaka, is something else bothering you?"

"No, I...I just need some time to think. I'll see you later Kyouske."

Before he could say anything else, Sayaka ran away. Tears were continuing to fall, as she cursed her stupidity. She had been so hung up on Kyouske, and he never even felt the same. Stupid. Stupid. _Stupid_.

How had she never noticed? She spent so much time with him. Time that made her fall in love. And he never, ever felt the same way. She couldn't tell him the rest, not now. There wasn't any reason to. She had enough...there was no need to put poor Kyouske through what she was going through too. It was better that he didn't know. He and Hitomi could be happy together. Even if Sayaka herself couldn't, at least they could be happy.

She just needed to spend some time alone. Find somewhere to rest, and rally her thoughts away from the betrayal she could already feel clenching her heart. It wasn't like there was anything else she could do. Her friend was going to date Kyouske, who didn't feel anything like she felt towards him. All Sayaka could do was sit back and watch. When she wasn't putting her life on the line fighting Witches that no one else could see.

Yeah, her life _really_ sucked now.

 _I...I'm so stupid. I don't know what to do anymore._

* * *

 **AN: And there we go. I feel sorry for Sayaka, but had to be done. To me, it seems like Kyouske is somewhat misunderstood...he has his problems, but the kid is...well, a kid dealing with losing the one thing he really loved. Of course he's gonna be angry. Sure, he probably should have _vocalized_ his issues, before breaking poor Sayaka, but still.  
**

 **I also feel it's unlikely he has feelings for her. If he did, he wouldn't so easily jump to Hitomi I think. Maybe that's just me. But it is important to note here that he wasn't _trying_ to be mean at all.**

 **As above, if anyone wants daily updates, feel free to comment in that regard. Otherwise, back to the once every 5 days until its done.**

 **Reviews:**

 **Krazyfanfiction, Guest, gates:** Thanks for the reviews!

 **Gonstika:** Glad you like the story! And I am always glad when readers enjoy it enough to suggest things. That being said:

1\. Can't say anything there.

2\. Actually...next chapter is entirely Kyoko time.

3\. Not Yuma, unfortunately. As I've said before, I'm familiar with Oriko Magica, but only from TVTropes. I have yet to read it, so I wouldn't be able to do any characters justice.

4\. Actually, while it won't happen in _this_ story, I won't rule out more interactions between the expanded casts. This'll make more sense when we hit the epilogue...can't really say more without spoiling things.

And it didn't feel like you were trying to hijack it. You were just making (very interesting) suggestions. No harm in that by any means.

 **MWkillkenny84:** Sadly no Getsuga to the face for Kyubey.

 **Nightraze:** Yup. That poor girl needs/deserves a _lot_ of downtime really.

 **AN: Thanks for the reviews everyone! A bit sad we didn't hit seven, but I'm not going to complain about six by any means.**

 **Hope everyone enjoyed the chapter, despite the delay in posting.**


	17. Kyoko's Story

**AN: ...11 reviews? I'm certainly not going to complain about _that_. Glad everyone enjoyed the last chapter!  
**

 **And of those 11, six were in favor of daily updates, one was against it, and the remaining four didn't specify. So I guess it's daily updates.**

* * *

 ** **Kyoko Sakura, Mitakihara****

* * *

 _Man, where'd everyone vanish off to? The last thing I want to do is waste my time lookin for them, when I could be out doing something. Like huntin Witches, or sparing with Shorty. Ugh._

Kyoko Sakura absently kicked a rock, her signature piece of pocky between her lips. Between a fierce dislike for the skirt currently on her legs and the annoyance at everyone for vanishing on her, she was far from in a good mood. Not to mention she'd been subjected to more than a little annoying gossip on top of that. Why couldn't those annoying girls have gone for _Urahara-san_. Seriously, Mami was far more open no matter _what_ she used as her last name anyway. But _no_ , all those idiots had to go to the 'mysterious loner' who would have snapped at them to go away before she killed them...if she hadn't felt Mami's eyes on the back of her head.

 _Damn Mami, always makin me act like I care about people._

So wrapped up in her annoyance, Kyoko didn't even notice as she walked directly into the path of another girl. A girl who was _also_ not paying attention, as she rubbed at her eyes, trying to get rid of lingering tears. Unsurprisingly, both girls managed to slam into each other, falling to the ground in a groaning pile. Kyoko stuck a hand to her head, massaging a lump she could already feel forming. Her crimson eyes turned to glare at whatever fool ran into her...

Only to blink at the familiar head a blue hair, currently being clutched as the girl it belonged to moaned in pain.

"...Sayaka?" the redhead asked, "What the hell happened to ya?"

Now that she looked, Kyoko noted that the other girl was a wreck. More than just from running into her, which considering that girl's healing _probably_ didn't hurt all that much. In point of fact, she looked like she had been through hell. Red-rimmed eyes, tear tracks, disheveled hair...yeah, somethin happened, that's for sure.

"Kyoko?" Sayaka asked back, shakily getting to her feet, "Why are you still here? I thought you hated being at school?"

"No shit I hate it," Kyoko scowled, "but I was lookin for Mami since she's the one I'm stayin with while I'm in Mitakihara. Why're you running off in that condition though? Boyfriend turn down a date or somethin?"

"..."

"Damn, hit that one right on the head."

"...yeah."

Now, Kyoko had never once cared for romance. She didn't see a point to it, when she was living on borrowed time anyway. Especially so now that she knew _what_ she was. But clearly Sayaka was a chump who fell for it, and got burned by it. Even when she found out what happened to her soul, the girl wasn't _this_ torn down.

...and now she was realizing she was the only one around to talk to.

 _Damn. It._

"Please tell me you don't want to talk about it?" the redhead tried.

"Why would I _want_ to talk about it?" Sayaka shot back, the normal bite to her words missing. Instead, her voice sounded as dead as the look in her blue eyes.

"Thank God," Kyoko breathed, "anyway, where were you goin?"

Sayaka frowned, "Why do you care?"

"I don't. But ya just gave me a headache, so I want to know."

The bluenette just looked away, stumbling to her feet as she refused to look directly at the other Magical Girl, "Nowhere in particular. Sorry for running into you."

Moving to leave, Sayaka felt a hand latch onto her own. Looking over her shoulder, she saw Kyoko's red eyes boring into her own blue ones, an unusually serious expression on her face. An expression that even the redhead herself wasn't sure why she was giving. But right now, she got a sinking and very unusually familiar feeling. A feeling that letting Sayaka go charging off on her own in this condition was a _very bad idea_. She didn't know where it came from, but it was there and if she didn't act on it...

Well, something told Kyoko that she would regret it later. She never was one to operate on logic anyway. Emotions were her thing, and if her emotions were telling her to do something...she would damn well do it.

"Wait a sec," the redhead started pulling Sayaka. Who struggled, glaring half-heartedly at the other girl.

"Where the hell are you dragging me? Let go!"

"Calm down will ya!" Kyoko shot back, tightening her grip, "I have somethin I need to show ya."

"What?"

Clearly, the idea that _Kyoko_ had to show her something got through Sayaka's funk.

"Yeah, I know, hard to believe," she dryly countered.

"...it really is."

Kyoko just snorted, "Now if you'd stop fighting with me we could get it done sooner. We have to leave town for this anyway."

"Wait, leave _town_?!"

"Well, more like go to the outskirts. Same difference."

Sayaka's expression said everything it needed to. Namely, disbelief to an extreme.

"Why would we need to..."

"Just shut up and follow me."

With that said, Kyoko ignored the angry sputtering behind her, and just continued to drag Sayaka. She wasn't sure why she was doing this, but if she was going to, she wouldn't put up with the other girl complaining. She was about to find out something that Kyoko hadn't told to anyone but Mami. That meant that the redhead expected some _respect_ from the younger girl, damn it!

 _-0-0-0-0-0-0-0-0-0-0-_

"...a church?"

"Well yeah. My dad's church actually."

"I didn't picture you as the religious type."

"Because I ain't. Not anymore anyway..."

Kyoko sighed slightly, as she kicked down the already damaged door in front of her. It hadn't been very long since the church had been abandoned, not really. But it had started to fall apart anyway, regardless of that fact. Windows were shattered, by bricks thrown by- understandably -angry people when her illusion had fallen apart. Hell, a few of those broken windows were courtesy of _her_ , in a fit of rage that had welled up to cover the pain. Pushing those thoughts back though, Kyoko felt a hint of sadness despite herself, as the door crashed into the floor. Despite everything, it _did_ still hurt to see the old church in this condition.

Clearly, no one had ever bothered to fix it up and put it back into use. Well, she didn't need it to be in proper condition for what she had to say. It probably worked better this way anyway, to get through to Sayaka's thick skull.

Because she had an idea of why she was so upset.

 _I'm gonna guess the idiot who turned her down was who she made her wish for. Stupid girl. Wishes for someone other than yourself_ never _go over well. Surprised Homerun let her make that wish._

Of course, Kyoko had weaseled out the answer that Sayaka had made her wish with no other choice. It still bugged her.

"But why are we here?"

Speaking of the bluenette...

"If you'd give me a second, I'd tell ya. Jesus Christ."

"Well sorry for being annoyed at you dragging me all the way out here."

The fire was back in Sayaka's veins, clearly. Though she still looked like crap, to say the least. At least it was something of an improvement. A poor one, but hey, take what ya can get and all that.

"Coulda avoided that if ya just listened to me in the first place," but it wouldn't be Kyoko if she didn't push Sayaka's buttons even further.

"Like I'm letting you drag me around without fighting back," the bluenette grumbled, "so, can we get this over with?"

"I swear, you're the only person other than Mami I've ever told this and you're actin like it's a crime."

Sayaka blinked, looking at the redhead, "Wait, what? What are you telling me then?"

Kyoko grimaced, as she leaned against the rotting wood at the top of the stage, "My wish, and what it did to my life."

And so, Kyoko launched into the explanation. Telling Sayaka about how the foolish girl she had once been had been approached by Kyubey in the dark days where her family didn't have proper food and barely anything else to their names.

Those had been dark days. Her father had been a kind man, who genuinely believed that the world, while dark, could be improved. Religion still had a place, even in a world that was moving away from it faster than it could adapt. How to keep it relevant and help people? Simple, change the doctrine and make it more in line with the modern realities. Adaptation...that had been viewed as nothing more than an upstart cult. People stopped going to his sermons, and from there, the church decided to kick them to the curb.

Oh, but her father kept going, even without official support. All it lead to was ridicule and hate, and his family left with little to no food. Kyoko and her sister had gone hungry more times than she cared to remember. Suffice to say, there was a reason that she hated wasting food and ate as much as she did. Despite all of that though, they were still _a family_. Her father did his best to care for them, because he loved his children.

It was into this situation that Kyubey came. Kyoko had viewed the little rodent as any despairing girl would. As a way to get a wish, and improve the life of herself and her family.

"Wishing to have everyone listen, _really listen_ , to what my father had to say," the redhead's eyes bore into Sayaka's own, "That was the _stupidest damn mistake_ I have ever made."

Because yes, people came back to listen to his sermons. They acted like they really understood what her father had to say, and believed it. Kyoko had never seen her father so animated and happy as when he was giving his sermons. Everyone was listening, they weren't practically living on the streets anymore. The church was bustling with activity, and everything seemed right with the world.

Even fighting Witches seemed like something other than a job or a fight for survival. Her father was helping people with his words, while she was out fighting Witches and keeping them safe that way. Her time with Mami had been the happiest she had ever been as a Magical Girl...fully buying into the then-blonde's words and actions. Keep people safe, that was what Magical Girls were for.

But the old saying that nothing good would ever last? That was painfully true.

"Eventually, dad found out what I was doing," Kyoko felt the old pain coming back up, angrily swiping at her eyes, "when he found out that people were coming to his sermons not because of what he was saying, but because of my magic? I'll never forget the anger and hate in his eyes. He called me, his own daughter, an evil _Witch_. Here I was, helping people listen to him and fighting actual Witches, and all my dad did was hate me for it."

"Kyoko..." Sayaka looked like she was holding back tears herself.

"And the worst part? He completely lost it, and killed my entire family...before killing himself. You want to know the only reason I'm still here? Because he wasn't able to get to my Soul Gem, and I couldn't die with it intact," Kyoko's words turned bitter, "Funny, at the time I didn't realize why that was the case. But now that I know what that little rat bastard did to us, it makes a hell of a lot more sense, don't it?"

Turning fully to the bluenette, she saw pain in Sayaka's eyes. Good...maybe the idiot understood what she was trying to say.

"Because of that, I left Mami and made the choice to only use my magic for myself. If helping people only results in them turning on you in the end, why bother? Magic should only be used for yourself, _maybe_ other Magical Girls. But ordinary people? Pointless, and a waste of a wish."

At those words, she looked directly into the other girl's blue eyes, "Let me guess, the boy who turned ya down was someone you made a wish for?"

"Yes," Sayaka got out, voice weak, "but I didn't do it for my..."

"Ya didn't do it for yourself?" Kyoko finished with more than a little sarcasm in her voice, "Well tough shit, I didn't make my wish for myself either. But ya know what? It turns out that no wish is like that. I wanted my father to have people listen to him so it was easier on our family. So I didn't have to eat scraps every night and go to bed hungry. And it came back to bite me in the ass, when he lost it and killed himself, my mother and my little sister, who didn't even know what was happening!"

Yeah, there was more than a little repressed rage directed at her dear old dad. He coulda taken the easy way out and killed himself, then at least Mom and Momo would still have been alive. But _no_ he had to go complete crazy and kill them all. If there was an afterlife, she was going to track him down, kick his ass six ways to Sunday, and kick him down to Hell if by some cruel twist of fate he hadn't already gone there. Or that _she_ didn't go there.

Oh. Right.

 _Damn, there is an afterlife. Forgot about Shorty and the shinigami. 'Kay, I'll make sure to have Shorty track him down and bring him here so I can get some words in with the old man._

Sayaka shook slightly, looking more than a bit hurt by Kyoko's words, "All I wanted was for Kyouske to get better. I know how much losing his ability to play hurt him. I just wanted him to be able to play again...he didn't deserve to lose that! He never deserved that!"

"Maybe, maybe not," Kyoko shrugged, "But don't lie to me Blue..."

It was a sign of her annoyance that she lapsed back into the nickname.

"...because you and I both know the real reason ya made that wish was to get in his pants."

The bluenette went bright red. Redder than Kyoko's hair, actually.

"Sh...shut up!" Sayaka shouted, voice shaking, "Geez, do you have to phrase it like that?!"

"Not denying it I see," the redhead replied lazily.

"I hate you."

"Eh, lots of people hate me."

Both girls just stared at each other, before Sayaka sighed and held a hand to her face. Kyoko smirked at her, aware that the girl wouldn't be actin that way if she hadn't gotten at least a bit of her point across. Hey, it had gone better than Mami anyway. Sayaka hadn't tried stabbing her after all. That was a win in her book. Sure, the other girl would never come around to her way of thinking, but if she at least acted a little smarter it was something. She kinda liked Blue to be honest, so she'd hate to see her continue acting like Mami. Nothing against her old mentor, but her way of dealing with Witches was naive at best.

In any case, that wasn't here or there. Right now, she had to figure out if she had just wasted all this time and effort. Or if Sayaka actually _listened_ to her. It would be nice to have someone around who understood. Homerun sorta did, if all the evidence about her added up. But the girl still creeped her out.

"Look, I think I understood what you told me," Sayaka finally spoke up, taking her hand away from her face, "But I can't imagine not helping people. We have the power to help, and after what Kyubey did to us...at least that's something right?"

"I ain't sayin you can't help people," Kyoko sighed, "Just don't think your magic is for that. It's for you and you alone. How ya choose to use it is your business."

Kicking a loose beam, the redhead looked at her...friend...seriously.

"That being said, trust me, you're gonna hurt yourself if ya don't use it for yourself. Look at what's his face turnin ya down."

"Kyouske," Sayaka sighed herself, "...had nothing to do with what I am now. He never felt the same way."

Kyoko winced, "Damn, that must have stung. Guess my suggestion's pointless then."

"...do I even want to know?"

"Depends."

Sayaka shook her head, an ever so slight smile tugging at her lips, "Yeah, I don't think I want to know. Knowing you, you'd suggest I break his legs or something."

"I was going to say his arm, but sure, let's go with that."

The bluenette sent Kyoko an incredulous look. For her part, the elder Magical Girl just stared right back, not backing down. Sure, it had been a joke. Maybe one in bad taste, but hey, humor is subjective. And Kyoko thought it was damn funny. At least she hadn't gone out and broken the kid's arm herself. Something in the redhead _wanted_ her to do that, but she wouldn't actually do it.

She wasn't one to deliberately go out and cripple people for no reason. She wouldn't bother helpin with a familiar, but hey, that was different.

"...you're horrible."

Even as she said that, a smile grew wider on Sayaka's lips, before she finally broke down laughing. Kyoko grinned at first, until she realized there were tears mixed in with those laughs. And they sounded a bit more hysterical than amused. Damn it, she hadn't broken Sayaka had she? The last thing that the redhead needed was an insane Magical Girl. Mami would kill her, slowly and painfully. Hell, _Madoka_ would kill her for breaking her best friend! Was the blueberry really that unstable that a little joke did this?

 _Seriously? I know my jokes are mean, but seriously? Sayaka, you better be messin with me._

At least then she would have an excuse to beat the other girl senseless.

"Hey, calm down! I was just jokin around!"

"I...I know that," Sayaka got out weakly, "but you just reminded me that nothing I do can make him love me back."

"...so find someone else?"

Really, Kyoko could care less about the other girl's love life. But they kinda needed her for Walpurgisnacht, soooo...

"I've loved Kyouske for years. There _is_ no one else," the bluenette shot back, "and who would you suggest anyway. You?"

"Hell no!" Kyoko waved her hands in front of her, "I barely even know you!"

"Well I barely know _you_ either."

Even as she said that, Sayaka's breathing leveled out, as she fell to the ground, curling her arms around her knees. Her head was buried in her legs, as the girl tried to pull herself together. Kyoko sighed, and sat next to her. Mami'd be better for this, but if she was the only one around, she'd have to at least make sure the bluenette didn't off herself or something.

"I'm sorry," Sayaka spoke up, her voice muffled by her legs.

"For what?"

"For everything," she replied, "you dragged me all the way out here, told me something that only you and Mami know, and all I do is break down. I'm so weak."

Kyoko put a finger to her mouth, before shaking her head, "Nah, you ain't weak."

"Wait...what?" that was enough to get Sayaka to look up, a shocked look on her face, "You call everyone weak."

"Yeah, your point?" Kyoko shot back with a grin, "Look, ya didn't have the same life I did. You've had it easy, and suddenly everything is going wrong. I can sorta understand that. Just stick your chin up and keep goin. Go beat up a few Witches or something, it always cheers me up."

"Of course it does, you're a blood knight," there was no bite to her words though.

"Well, if I enjoy fighting that's my own business. So, are ya going to mope, or get some work done?"

Sayaka looked at the other girl, before a small grin crossed her face. Kyoko recognized that grin, and it brought one to her _own_ face by seeing it.

"I can't let you show me up, now can I?" the bluenette got to her feet, pumping her fist, "Magical Girl Sayaka-chan won't lose to you."

"Never said it was a contest," Kyoko pointed out, grin widening, "But if ya want to play that game, prepare to lose Blue!"

Both girls grinned at the other, before moving to leave the old church. It hadn't exactly gone according to plan, but Kyoko considered this a victory as she walked behind the other girl. Sayaka was clearly still hurting, and even she could see that much. But she had gotten the other girl's mind off her problems, and back on the topic it should have been on, huntin Witches. Sure, they had to prepare for Walpurgisnacht, but hey, they could do that while collecting Grief Seeds. Shorty and Mami had been saying she would need to help train Sayaka as well, since the girl was a newbie and needed it.

She could train her by competing in hunting just as well as in sparring. Better probably, since the thrill of competition was a _great_ motivational tool. And Kyoko wouldn't deny that the idea of competing against Sayaka got her own blood pumping. It had been too damn long since she had a partner to compete against. Kazamino was small and every Magical Girl knew to avoid it if they didn't want to get speared through the chest repeatedly.

Now?

 _Hell, I can put aside my territorial thing for a little bit. It's too damn fun to rub it in Blue's face that I'm_ _better than her._

"Hey, Kyoko?"

Speak of the devil.

"Yeah?"

Sayaka turned around, sending a small but warm smile at the older girl, "Thanks."

"Nothing to thank me for you idiot."

"Maybe," the bluenette agreed, "But still. Thanks."

Now if only she could figure out why seeing that smile made her feel good...

* * *

 **AN: This one, and the next one for that matter, are a bit shorter. Mostly because they focus on specific characters...Sayaka/Kyoko here, and Mami/Rukia in the next one. With added Ichigo and Yoruichi, in the latter case.  
**

 **Now, several people commented that it looked like Sayaka may be at risk of Witching out after the last chapter. And yes, that is certainly _possible_. Why did Kyoko's little speech- something I couldn't _not_ do...too important to both characters here -work then?**

 **Simply put, Sayaka here is not canonical Sayaka.**

 **A. She's got a support net that has shown her, though she does relapse, that she _isn't_ a zombie/dead/a monster.**

 **B. No Kyubey pushing her into despair.**

 **C. She isn't _perfectly ok._ But she is good enough to not Witch out.**

 **That's how I chose to look at it. I hope the reader's understand.**

 **Reviews:**

 **inyourmind11, gatesofhellkeeper, Derook, Krazyfanfiction1:** Thanks for the reviews!

 **MWkillkenny84:** Kyoko certainly. Sayaka probably not as much so, since while she enjoys fighting she doesn't actively search it out in the same way.

 **Nightraze:** Heh...what Kyubey's been up to will come up later. It's nothing good, I can say that much.

 **wolfdude16:** Yeah, I've been trying to avoid having Rukia hanging around=fixing everything. It's a balancing act to be sure, and I'm glad I'm doing it well enough so far.

And at least in this case, it's more an accumulation of things that averted Oktavia more than Rukia being there.

Kyoko v. Ikkaku? I'll admit, I've put some thought into that myself. That and her meeting Renji...redheaded big eater who enjoys fighting? The comedy writes itself.

 **Gonstika:** No Elsa Maria here sadly. Both because we have more people hunting Witches (which means she might already have been taken down) and because we don't have Kyubey telling Sayaka she can block out the pain...so even if she was there, it couldn't go the same way.

 **PrinceLarkin:** Normally I'd agree. But I did choose to leave it up to the readers, so here we are.

 **KadoyaOkami:**...actually, the main reason this exists (any Madoka fic I do for that matter) is because I want the characters to have happy endings.

 **Cirno the Genius:** Not as much 'group' interaction as Kyoko/Sayaka bonding really. If only because I thought this particular scene _needs_ to be there for their characters.

Though I do agree, that having conflict can push characters along.

 **AN: I hope everyone enjoyed the chapter! Next one will be up around this time tomorrow.**

 **Remember to leave a review on the way out!**


	18. Aid from Karakura

**AN: Next chapter is here.  
**

* * *

 ** **Rukia Kuchiki, Training Room****

* * *

"Thank you for letting me train here Kuchiki-san."

"It's not a problem Mami. It's here to be used after all."

"I certainly need it. I didn't think it would be this hard to adjust."

"Well it is a new body."

"Good point."

Rukia sighed softly, as Mami continued to train in the room Urahara had built for her. The other girl was having a tough time adjusting to her gigai, and it did show at times. Her poise and balance, the features that had always impressed other Magical Girls, were thrown completely off. In a way, this was to be expected. No matter how well Urahara could have made her gigai, it wasn't like a mod soul being placed in one. Mod souls were _designed_ to adapt instantly to whatever body they happened to be in. It was how Kon and the others could manage to move plushes so well. Mami, on the other hand, was a girl who should never have had a reason to be 'driving' another body.

So, yeah, it wasn't surprising. Mami had to adjust to the different weight and reaction time of her new body. It was 'tuned to perfection' according to Urahara, but that probably just made it all the more difficult. No Magical Girl could ever make their body to the same strict tolerances that Urahara could make a gigai, when the mad scientist wanted it to be perfect. Mami's old body had been about as good as a human could reasonably expect...but it still wasn't the same. Rukia actually had experience in that regard, considering her gigai was nearly as good as her own shinigami body.

Well, as close as a flesh and blood body could ever reasonably get.

"Kuchiki-san? Someone is at the door."

Mami's voice got Rukia to stick her head up, curiously reaching out to sense who was at her well-hidden training room. Only for a smile to cross her face, as she jumped to her feet and ran to said door. Mami followed, a curious expression on her own face.

"It is about time you got here!" Rukia flung the door open, bowling over the person who had been about to knock again.

"Get off me Rukia! Damn it midget, I just got here!"

Ichigo Kurosaki grumbled, as he tried to pry Rukia off him. His orange hair was flattened partially by the ever-present rain that was signaling Walpurgisnacht's impending arrival. And standing beside him, a green haired girl watched with a deadpan expression on her face.

"Well excuse me," the 'midget' let go, pulling her friend to his feet, "I was getting annoyed waiting for your lazy ass to show up. What took you so long Ichigo?"

"School," the taller teen deadpanned.

"Seriously?"

Sighing, the orangehead nodded, "Yeah. The old man had to go there himself to get permission for me to come up here for a week. That, and Yoruichi spent a ton of time training Yuki."

"Yuki?" Rukia asked, before noticing the other girl, "Oh."

"So you're Kurosaki-san?" Mami asked, making it known that she was still there.

"Yup. And you're Mami?" Ichigo asked back.

The girl nodded, "Yes. Who is that with you?"

"This is Yuki Morimoto," the teen answered, "she's the Magical Girl that we first brought back."

That made a lot more sense than Ichigo bringing along some random girl. That being said, Rukia was curious exactly how good Yuki was. She knew that Mami had come back and took having Homura there to explain things for her to calm down. Was Yuki the same way? Or was she still hurting at what had happened? And on top of that, how good of a fighter was she? They needed the best they could get for Walpurgisnacht, with the Captains...otherwise occupied. Yuki had to be at least somewhat good since she was a Magical Girl.

But that didn't mean a _whole_ lot in the long run, either.

"Kurosaki-san? Morimoto-san? How much do you two know about Walpurgisnacht?" Mami asked, already aware of why the two were here.

"Not much," Ichigo shrugged, "Just what Urahara told me."

"I know what any Magical Girl would know," Yuki finally spoke, her voice soft.

Mami nodded, "Okay, then you know as much as I do. You mentioned that Morimoto-san has been trained?"

"Yes!"

Rukia felt like sticking her face in her hands when she heard _that_ male voice. A voice that was misleadingly male. And just as she expected, the familiar black cat jumped into view, landing on Ichigo's shoulder, as _her_ golden eyes stared at Mami with an intelligence that was clearly not an animal's.

"..."

"Is the gun necessary?"

For her part, Mami had drawn a rifle, and pointed it directly at Yoruichi's head. Not that Rukia could blame her much for that reaction. She was only familiar with Kyubey insofar as talking animals went. And with _that_ thing as your only example, it would make one suspicious on principal of others. Even if there was no need at the moment.

"Calm down," so she put a hand on the other girl's arm, lowering the rifle, " _that_ is Yoruichi. And I thought that Yuki would have warned her _not_ to come in that form considering what Kyubey's done."

"...I tried."

Yoruichi just sighed, jumping down, ignoring Mami's flinch, as she transformed into her -thankfully clothed- human form. The dark-skinned woman cracked her neck, a sly grin on her face at the way that the brunette was staring wide-eyed, rifle completely forgotten. Rukia just gave up and stuck her head in her hands after all. This happened _every damn time_. It got frustrating after awhile.

"What can I say, it's always fun to surprise people like this," the cat-woman shrugged, "I mean, look at Ichigo over here. I still remember the first time he ever saw me transform..."

"Shut up!" Ichigo's face went crimson, as he glared at the unrepentant former Captain.

Finally recovering, Mami shook her head in amazement, "I should be used to this by now, shouldn't I?"

"No, I'm not used to it either," Rukia sighed, "anyway, with that out of the way...I'm guessing you're here to do training yourself Yoruichi?"

"Right in one Rukia," Yoruichi nodded, her eyes turning back to Mami, "Yuki here isn't that bad. But I want to see what these other Girls are capable of. Especially that Homura girl."

At that, the shortest girl couldn't help but snort, "Good luck with that. She hasn't left Madoka's side since Mami came back. I doubt you'll be able to get her here."

"Oh?" an even _more_ sly grin crossed the older woman's face, "I wonder if those two have something going on?"

The suggestive wiggle of the dark-skinned woman's eyebrows made it clear what _she_ assumed was going on with the two girls. Rukia felt her face heat up, as the same thoughts had in fact crossed her own mind. Not that it was any of her business what the relationship between her two friends was. Her erstwhile cousin had always been close to Madoka, from the moment they got to the school. That had never changed, and if anything, they were just _closer_ now. Closer than any friends she knew actually.

It _was_ much more like a relationship. But again, that wasn't her business and she didn't press for anything. After all...

 _I'd rather keep Yoruichi away from them anyway. Those two deserve the time. I get the feeling Homura's done more work than anyone._

"In any case, I can get Kyoko and Sayaka up here, but I'd just leave the others alone."

Mami nodded, "I agree. Akemi-san has given us what we need to fight Walpurgisnacht. That should be enough."

Yoruichi shrugged, "If you say so. Better hope she's a good fighter."

"That is not a problem," Rukia snorted again, "Homura's never even been hit by a Witch."

"Fast is she?"

"Extremely," Mami smiled softly, "Kuchiki-san is fast as well, but I have never even seen Akemi-san move."

"Damn, and I thought I was the fast one," Ichigo's face had the smallest of smile's on it, "Guess I've got competition."

The cat-woman flicked his head, "I'm still faster than you Ichigo."

"Oh shut up."

As amusing as the typical banter was, Rukia _did_ have work to do. If Yoruichi was here to test the Magical Girls, then they needed to get that done as soon as humanly possible. So she let the argument play out- well, more Yoruichi teasing the hell out of Ichigo who did his best not to blow his top -as she pulled her phone from her pocket. She hadn't seen Sayaka since sending her off to Kyouske, and hoped that had gone well. If not...well, that was another problem she didn't need.

At least the fact that Kyoko hadn't shown back up was a good sign. The other girl was a troublemaker, but she wouldn't outright ditch Mami. If only because she loved her food too much. So that meant if she wasn't _here_ she had probably stumbled into Sayaka somehow.

" _Yes?"_

"Hey, Sayaka. You okay?"

There was a pause, before, _"Yeah...as much as I can be. Did you need me for something Rukia?"_

"Is Kyoko with you?" Rukia asked first.

 _"Yo shorty!"_

Grinding her teeth, the shinigami nodded, "Of course she is. Look, I need you two to come back to the training room. Ichigo's arrived with...his mentor. She wants to test you and Mami, so get back as quick as you can."

 _"Got it. And I finally get to meet Ichigo eh?"_

 _"I'm lookin forward to this teacher of his. Never gonna turn down a good fight."_

 _"We know. Be there as soon as we can Rukia."_

"See you then."

Snapping her phone shut, Rukia walked back to the others, Ichigo with a _very_ red face, as Mami attempted to hold in her laughter. Yoruichi wasn't even trying, her howling laugh echoing through the training room. For her part, Yuki had wandered to the cabinets, and was looking at the various medical supplies.

"The other two are on their way," the shinigami got back into the conversation.

Yoruichi immediately stopped laughing, nodding slightly, "Good. While we wait, I think I'll test Mami and Yuki."

"Don't you already know how she fights?" Mami asked, looking curiously at the silent green-haired girl.

"Of course," the cat-woman waved her hand, "But I haven't seen her working with another Magical Girl. I want to see that first, before I jump to any conclusions."

After she said that, Yoruichi reached into her sleeve, and her hand came out with a pitch-black bracelet. Now that Rukia looked, she could see one of the same type on Yuki's arm. And it brought a smile to her face. This...even more so than restoring Grief Seeds, had been the crowning jewel of their 'screw the Incubators' plans, as Ichigo had termed it. More appropriately, the crowning achievement of their attempts to save Magical Girls.

Not even Urahara had found a way to reverse a Soul Gem, and restore a Magical Girl's soul. Not yet, though if Rukia knew the man he wouldn't give up until he found a way. This _was_ the man who created a jewel that could bend reality at will.

But what he _had_ found out a way to do, was nearly as good.

"Before we start, I want you to take this," Yoruichi's voice had gone deathly serious, "never, _ever_ lose it."

Mami nodded warily, green eyes confused as she placed the bracelet on her arm, where it promptly shrunk to fit around the limb tightly, "Okay, I understand. But what is this, Yoruichi-san?"

"That, is Kisuke's counter to the corruption of a Soul Gem," the former Captain answered, "he's been studying it ever since Homura showed up. Don't think he's slept more than a couple hours at a time actually."

"You don't mean..."

A small grin crossed the dark face, "I mean what I'm saying. It wasn't easy, but that madman found a way to emulate the way a Grief Seed sucks corruption off a Gem. It isn't perfect, but it works well enough that we can let you all test the prototypes. Once it's working flawlessly, we shouldn't ever have to worry about Grief Seeds or your Soul Gem going dark again."

And indeed, as a wary Mami held her golden gem up to the bracelet, the small amount of darkness from her using up magic during training fell away in the exact same manner as a Grief Seed.

 _This, changes everything. I think Homura is going to enjoy hearing about this._

"Now that you've got that though, let's get started!"

* * *

 **Mami Tomoe, Training Room**

* * *

While the new weight on her arm was a welcome relief, Mami still felt the slightest of chills run down her spine as she stood next to the new Magical Girl. The woman across from her had her arms crossed under a bust that made even her own old body look inadequate, a grin crossing her face. The completely relaxed posture when faced with her array of muskets was something that only Homura or Kyoko could manage. And as Mami was well-aware how good of fighters those two were, it worried her more than she would readily admit. She knew this was just training, but she still wasn't totally used to her new body after all.

So when she flinched slightly at the hand on her arm, a flush crossed the girl's face. Turning her head, she met brown eyes, giving her a flat look. Yuki's face was watching her warily, soft features hiding what looked like a tough resolve. It almost reminded her of herself, in her old body. Though the other girl's outfit was nothing like her own to say the least.

A short blue dress, only going to mid-thigh, flaring out at that point. Beneath that, lithe legs were covered in a pair of red thigh-socks, with equally red boots covering her feet. Her hands were wearing black gloves, clutching what looked, at first glance, like a paintbrush. Mami's eyes trailed up her arms, coming back to the serious face, over a small puffy brown scarf. A raised eyebrow got another blush out of the brunette, before the other girl began speaking softly.

"Watch out for her," Yuki warned, "Yourichi-san is very fast."

"How fast?" Mami asked warily, looking back at the still-unmoving shinigami.

 _"Very,"_ Yuki repeated, before stepping away, 'drawing' in the air with her brush, creating a sword that dropped into her hand.

 _That's a nice power,_ the brunette smiled slightly, before turning her head.

"Pay attention now."

Only to jump back, as she almost collided with Yoruichi's impressive chest.

"...I warned you."

Getting her breathing under control, Mami summoned a ribbon, pulling one of her rifles to her hand. Bringing it up as fast as the girl could manage, she fired off a shot at Yoruichi. Who grinned, before vanishing in a slight flash of movement. Mami recognized shunpo when she saw it, eyes immediately tracking the small little flashes of the cat-woman moving. Drawing another rifle, she looked over her shoulder for a split-second, watching Yuki run forward, body low to the ground as she held her sword by her side, the paintbrush nowhere in sight.

Following the way that the green-haired girl was running, Mami brought her rifle up and fired, quickly drawing another and firing it, when she saw the small magical musket ball of the first get sent careening away, with a flick of Yoruichi's fingers.

 _She is fast. I didn't even see her intercept my shot._

Mami fired off another pair of rifles, before creating a ribbon in her now-free hand. The yellow fabric shot out, expertly angled by experienced hands. Even if she wasn't entirely accustomed to this body, Mami _knew_ how to use her powers. She swung the yellow ribbon, aiming to trip the former Captain. Or even better, entangle her in the ribbons, as much a victory as any since nothing could escape her ribbons without outside aid or her releasing them.

But even as her ribbon swept out, the former Captain jumped over them, running along the wall as she flung what Mami fearfully recognized as a low-level kido spell at the brunette.

"Very nice!" Yoruichi complimented her, though the ball of fire didn't do much to help the image.

 _"I am going to flank her."_

Yuki's mental voice got a jerky nod from Mami, as she rolled out of the way of the red fireball, tugging on her ribbon as she went. The green-haired girl reached out her free hand, grabbing hold of the fabric, as Mami tugged it down. The other Magical Girl went flying into the air, directly at Yoruichi. Her drawn sword was extended forward, aiming directly at the exposed back of the older woman.

Only for her to vanish once more, sending Yuki crashing into the ground, where the girl rolled to her feet, sword angling for a leg that was heading for _her_.

"Good!"

Yoruichi flipped out of the way of the sword, Mami attempting to fire another brace of bullets at the exposed captain. This time two of the balls actually connected, shredding part of the woman's scarf. An impressed look crossed her face, before she blurred again, and appeared in front of the brunette, bringing her arm down hard. Mami leaned back, bringing up her empty rifle to catch the blow. Yoruichi's arm _cut_ through the metal, forcing the teen to jump away, hastily summoning two more rifles, firing at point blank range.

The cat-woman grunted slightly as one of the balls hit her stomach, but it just made the grin on her face widen.

"I haven't had this much fun in awhile," she said, not even acknowledging the angry red mark where Mami had hit her, "you two really aren't that bad."

"Thank you," Mami nodded respectfully, even as she took off her beret and dropped a brace of rifles around her body.

Yuki nodded in the background, 'drawing' a pistol to complement her sword, "I have never worked with another Magical Girl before...but I think I enjoy it."

"It's been a long time since I've worked with one too," the brunette nodded herself, fond memories of Kyoko coming to mind, "you are a good fighter Morimoto-san."

"Of course she is, _I_ trained her," Yoruichi smirked, before vanishing again, "Now let's see if you two can land another blow!"

Mami ducked on instinct, as a fist flew over her head, close enough to nearly knock her beret off. Lashing out with her own leg, she felt a slight impact, before Yoruichi vanished again, appearing behind Yuki, who fell to the ground, firing up with her pistol at the same time. The cat-woman was nothing but a blur of afterimages as she dodged the bullets, continuing to lash out at the downed girl as she did.

Running forward, Mami surrounded herself with a golden light, each time it flashed a rifle dropping into her hands. Firing gun after gun, she forced Yoruichi back, until she was able to reach her erstwhile partner, pulling Yuki to her feet.

"Thank you," the younger girl whispered, panting slightly.

"No problem," Mami smiled warmly at her, "do you think we can beat her?"

"No," Yuki answered softly, brown eyes warily scanning the area.

"I had realized as much," the brunette sighed.

She was confident in her own skills, but she knew when she was overmatched all the same. Yoruichi was just too fast. Mami was used to fighting slow and heavy Witches, outside a very select view- _the one that killed me..._ -and was _certainly_ not used to speedy foes. The only experience she really had in a humanoid foe was Kyoko, who had a totally different fighting style.

"Don't give up now you two!"

Mami looked over at Yuki, who sent her a short nod...before both of them jumped back into the fray. Even if they couldn't win, the pair would do the best they could. After all, they didn't _need_ to beat Yoruichi.

What they needed, was to be ready for Walpurgisnacht...

* * *

 **AN: And there we go. Yuki is someone I enjoyed designing personally, so hopefully she's well-received even if this is a short introduction.  
**

 **On the note I expect to be controversial...the bracelets.**

 **How do these work? Basically, I firmly believe that Kisuke could- through proper study of Grief Seeds -design a device to emulate how they absorb the corruption from a Soul Gem. If we work on the assumption that since this in Bleach-verse as much as Madoka-verse...we can assume the 'corruption' is a reiatsu effect. As such, it should be possible to copy how a Seed removes it.**

 **That's the logic I worked with anyway. It wouldn't make much sense to not have something like this IMO, not with Kisuke being...Kisuke. He won't be flipping Soul Gems back into normal Souls anytime soon though. The Incubators have a rather _massive_ leg-up in that regard, if we presume they really have been around as long as they say.**

 **Reviews:**

 **Krazyfanfiction1:** You can guarantee that Kyoko would try.

 **Gonstika:** Well, once the Epilogue rolls around we'll see if you're correct.

 **MWkillkenny84:** Hmm...

Sayaka: 4th. Sure, she enjoys fighting, but she's also a _healer_. And I can easily see her wanting to put that to good use. 11th if she wants to stay with Kyoko though.

Mami: 10th or 13th I think. Both are laid-back, which she needs.

Yuki: Same.

Madoka/Homura: 13th. Both because of Rukia, and the fact that Squad/Division is the one that is easiest on new people. And clearly, where Madoka goes, Homura goes.

 **wolfdude16:** Kyoko would have no shame. Urahara would probably be run out of food actually.

And yup. I figure that her using Urahara is another 'Kisuke joke' situation. She couldn't say no...but I could totally see him doing that. Probably to help her too though, since it would be easier to make up a relative of his than a totally new person.

 **Kuro:** Glad you like the story!

Personally, I go with Bunny-cat myself.

 **AN: Thanks for the reviews everyone. Next chapter'll be up tomorrow, and we go back to Homura/Madoka.**


	19. Final Night

**AN: Continuing along we are.  
**

* * *

 ** **Mitakihara Naval Base****

* * *

Stealthily moving through the dark of night, Homura Akemi frowned ever so slightly. Walpurgisnacht was due to arrive tomorrow, and she couldn't afford to waste time any longer. That was why she had waited until Madoka was asleep, and snuck away from the girl's home. She knew that her friend wouldn't be happy if she knew, and that was why this had to happen while she wasn't aware of it. Homura had a decent supply of weaponry already, and allies in her fight. But she was _not_ one to leave anything to chance, and the best way to stack the odds in her favor was to get even more firepower. Hence, she was walking through the relatively small base along the coast, time stopped as a few guards wandered around as well.

"I'm sorry Madoka," Homura whispered, as she expertly picked the lock on the base's armory, "but I have to prepare. I will not lose again...I need these weapons for that."

Nothing she had thrown at Walpurgisnacht had worked before, but Homura Akemi was nothing if not stubborn. If rockets didn't work, get _more_ and _larger_ rockets. She had eyed a set of anti-ship missiles on her way in, and had already planned out how to get them in position to fight the monster of a Witch. In addition, she was adding to her stock of rocket launchers and smaller weapons, both to deal with the Witch and her swarm of familiars.

"Javelins, five in all," the Magical Girl muttered, "AT4, twenty. M4 magazines, fifty. Landmines, thirty. Mortars..."

Running through the supplies in her shield, Homura grabbed as much as she could take without raising eyebrows, placing them carefully in the 'shield space' that was the second most useful aspect of her abilities. She may not have a weapon of her own, but being able to carry theoretically unlimited amounts of traditional weaponry balanced that out somewhat.

Even as she dragged weapons from their racks though, the girl was still thinking about different things. Still thinking about Madoka.

 _I...I care about her, more than I ever thought. I need to tell her soon, or I may never get the chance to again. We_ have _to defeat Walpurgisnacht. But there is always the chance that we will fail. And if that happened, I would lose this timeline...lose this Madoka. I haven't been this close to her in so...so long. I don't_ want _to lose this._

Pulling the bolt back on a fifty-caliber sniper rifle, the teenage Magical Girl sighed ever so softly.

"This will have to be enough," she put the rifle in her shield, "if I spend any longer out here I won't be able to sleep enough."

The last thing she wanted was losing because she couldn't get enough sleep.

 _I hope that Madoka has not noticed that I left..._

* * *

Between her time-stopping abilities and an inherent familiarity with Mitakihara that few could match after so long repeating this month, it didn't take Homura long to return to Madoka's home. All of the lights were off, as she had expected with it being so late at night. With the possible exception of Junko Kaname, the family were early to be and early to rise. It had made it easier to sneak out, and hopefully it would make it easy to sneak _in_ as well. Homura would be lying if she said she was comfortable staying with Madoka, but at least she knew the house well by now.

It was almost trivially easy to sneak back inside without making a noise. Creeping down to Madoka's room, feeling more than a bit like an intruder despite being more than welcome in this home, the time-traveler carefully opened the door to her friend's room. Shutting it behind her just as carefully, Homura let out the slightest sigh of relief at the fact that Madoka was facing her wall and brigade of stuffed animals, clearly asleep.

 _Good, I made it back without her waking up._

Dropping out of her Magical Girl attire, Homura quickly changed into her sleep clothes, walking toward the futon that Madoka had insisted she use.

"Homura-chan?"

Only to ground to a halt, as a rustling announced the fact that her friend was not, in fact, asleep. Madoka's pink eyes were open and fully alert, as she looked at her friend. There was a hint of red as well...something that constricted Homura's heart more than she would like to admit. Had her friend been crying?

"Madoka," the teen replied softly, "did I wake you up?"

"No," her friend shook her head, sitting up more fully, her hands clutching at her yellow pajamas, "I've been awake. I was worried Homura-chan...you left without telling anyone!"

"I..."

"That really worried me Homura-chan," the pinkette kept going, looking more and more flustered with each word, "I know you need to do things on your own. But...I thought we were friends. Friends tell each other when they need to do something, so that they can help each other. I know I don't have powers like you and the others...but I can still help, can't I? I want to help you."

That was so typical of Madoka...always wanting to help, even if she couldn't. Homura couldn't stop a small smile crossing her face. This was just one of many reasons she so deeply cared for this girl.

Still though, "Madoka, believe me, I don't want to keep you in the dark anymore. Not after...after everything we've been through."

"Then why didn't you tell me you were leaving?"

Even if she was still uncomfortable, Homura sat on Madoka's bed, stiffening slightly when the other girl grabbed her hand tightly. But she didn't pull away, as the taller girl looked in her friend's eyes.

"Because I didn't want to worry you," she replied.

"...that didn't work Homura-chan."

The slight smile grew slightly, "So I noticed. But Madoka, I didn't want to worry you because what I was doing really was something only I could do. Not even Rukia could have helped."

Confusion was clear on the pinkette's face, as she looked up at Homura. And she couldn't blame her friend for that reaction either. Rukia...her abilities were impressive, and it _was_ hard to believe that there was anything that _Homura_ could do that _she_ couldn't. Of course, Madoka tended to forget just how useful the time-traveler's abilities were. Probably because she didn't like thinking about what her friend had been through. Homura herself tended to not think about the old timelines if she could avoid it. _This_ was her life. _This_ was the timeline that would finally see the end of her loops. _This_ was the Madoka that she...

"What was it that you did then?"

Shaking herself slightly, Homura felt a bit of her old embarrassment coming to the surface, "...getting weaponry to fight Walpurgisnacht."

Madoka frowned, "But, why couldn't you get help for that?"

"...because I have to take my weapons from military bases."

The pinkette gasped, looking at her friend with shocked eyes. Homura could hardly blame her for that. It would have been one thing if she was borrowing weapons from someone or purchasing them. But Madoka had no knowledge of firearms, and by extension, no way to know what the teen was using were clearly _not_ something a civilian could have. It was one of the reasons she didn't want her friend to know. Madoka trusted her so closely...it hurt a bit to think that she probably wouldn't like what Homura had to do in order to fight Walpurgisnacht.

But instead of the disapproving look that she half-expected, Madoka just gripped her hand tighter.

"Homura-chan...that's so dangerous," Madoka looked more scared than angry, "What if you got caught? Or they noticed the guns missing?"

"I'm very careful to never take too much from one base," Homura replied carefully, "And I use my magic to avoid anyone noticing me entering or leaving."

"But still...couldn't you...?"

This time, it was Homura's turn to squeeze her friend's hand, "If there were another way, I would do it in a heartbeat Madoka. But this is the only way I can fight. And the risk isn't important. The only thing that matters to me is that you are safe. Any risk is worth it if you stay safe."

All Madoka could do was smile weakly, "You worry too much Homura-chan. I'm not going anywhere, you know that right?"

"I _want_ to believe that," the time-traveler replied, "but after so many times...I..."

Taking a breath to calm herself, Homura continued onwards.

"I can't leave anything to chance, not anymore. I...this is my best chance I've ever had to save you Madoka. I can't risk losing this chance. If I lost you...I...don't know what I would do."

Knowing that it was a scant few hours before she once more faced down Walpurgisnacht had Homura more on edge than she would readily like to admit. She knew that the odds were better than they ever had been before. Mami, Sayaka, Kyoko...and on top of all of them, Rukia and Kurosaki-san. The odds of losing were almost lower than the odds of winning for the first time.

But even so, she would always worry when it came to _this_ fight. Having experienced it so many times, it wouldn't be right if she didn't worry on some level.

"Don't worry Homura-chan," Madoka pressed herself against the taller girl's side, "you won't lose. I know you won't."

"I wish I could be so confident."

"Well, I can be confident for both of us then," the pinkette smiled warmly at her friend, "I can't fight, but I can at least do that right?"

 _It is just like Madoka to want to help, even if she knows she can't do anything._

Homura just nodded, relaxing ever so slightly. Come what may, she had Madoka by her side for the first time in what might well be years. That was enough for her. That being said, there was something that needed to be...said.

"Madoka...I..."

But even as she said that, Homura felt soft breathing on her arm. Looking down, she saw the pinkette's eyes had slid shut, her body relaxing against the time-traveler's side. Staying up for her had caught up to the girl, and she had fallen asleep. Homura's smile widened further, as she gently moved a lock of pink hair from her friend's face. The grip on her arm kept her from moving to let Madoka sleep in peace...but then again, she wouldn't take this away from her dearest friend.

And, the selfish part of Homura was more than okay to be laying with her like this. _Far_ more than okay.

"I love you Madoka," she finally spoke the words that had been stuck behind her mask for so long that she had only recently recognized them for what they were, "and don't worry...I won't ever leave your side."

 _I_ will _defeat Walpurgisnacht this time. I won't lose, not again._

With that resolve filling her heart, the teenager allowed her own eyes to slide shut, sleep claiming her. And for the first time, her dreams weren't plagued with nightmares of the fight to come.

* * *

 **Kyoko Sakura, Mitakihara Streets**

* * *

"Watch it strawberry! Familiar right behind ya!"

"My name doesn't mean that damn it!"

"Less complaining, more stabbing!"

Kyoko would freely admit that she was shocked when she actually met Ichigo Kurosaki. Knowing that shinigami were male as well as female was one thing. Actually seeing a boy that could see Witches and fight them as well as any Magical Girl? Yeah, that was something she would have to get used to. Though...if nothing else, he was _hilariously_ fun to annoy. His temper was nearly her equal, and there were a couple of nice pressure points. Such as his name. Kyoko was well aware that it didn't _have_ to mean a fruit. But the reaction?

Totally worth it.

After dealing with angsty Sayaka for multiple days, she needed a break. Bugging Ichigo worked quite well in that regard, especially since they could hunt Witches while doin it. Each of the 'team' aside from Homerun, who was probably with Pinky, were out in pairs doing exactly that. Shorty had decided the best way to prepare for Walpurgisnacht was to get training in this way, while also clearing out Witches. Two birds with one stone was what she had said. On the one hand, they got more experience and got used to working in teams. On the other, hand it cleared out Witches which would make focusing on the big boy easier.

Kyoko didn't much care for the logic. She was just fine going out and fighting, even if that fancy bracelet felt odd on her arm.

"Got it!"

It also helped that he was a hell of a swordsman. The familiar that had tried sneaking up on the orangehead fell apart, his blades already blocking another blow from the Witch herself.

"I got the familiars!" Kyoko shouted herself, "Deal with the Witch will ya?!"

"If you want," Ichigo sent off a sarcastic salute, before vanishing in the shun-whatever thing that made Kyoko insanely jealous.

Ordinarily she would never work with a partner, and even if she _did_ , killing the Witch should be her job. But now that she didn't need a Grief Seed anymore, she was _totally_ fine with letting the others get some screentime. Saved her the trouble.

Besides...

"Getsuga Tensho!"

Strawberry's attack was something she was trying to learn how to copy. The explanation was convoluted, but if she could figure out how to manipulate 'reiatsu' like him or Shorty, the benefits would be large to say the least. So she let Ichigo do his thing, so that she could figure out _how_ he did it.

Win-win really.

"You blow up the Grief Seed?" the redhead asked with more than a little sarcasm, as the crater in the ground slowly faded along with the Labyrinth.

"Shut it," the older teen shot back, landing on the ground next to the familiar black orb, "I know how to use my own attacks well enough to not do something that stupid."

Kyoko just sent him a grin, "Just checkin. Figure we should head back anyway, Shorty'll get mad if we miss the deadline for her little meeting."

"Yeah, that would be something Rukia would do," Ichigo sighed.

"Well you would know your girlfriend better than me."

All the teen did was stare at her. While he was fun to taunt over his unfortunate name, it wasn't anywhere near as fun to tease him about his girlfriend. Those two had an ironclad relationship. Taunting them about it was boring, since it never got much more than a blush.

 _At least I can have_ some _fun with it. Oh well, wonder what Mami made this time. Nothing works up an appetite like huntin Witches._

 _-0-0-0-0-0-0-0-0-_

"Yo, Mami! What'd you make?"

And, naturally, that was the very first thing that Kyoko asked upon entering the apartment. Urahara had bought Mami's old place, so she could still live there. Which suited Kyoko perfectly fine, since it meant that she could get the same food she always got from the bl...brunette. Mami may look nothing like she used to, but her cooking skills were still intact.

"There is a cake on the table," the similar-but-different voice answered from the kitchen, "I'm making soup right now. Kuchiki-san wanted to talk to you two first though."

"Yes I did," speak of the devil...

"What's up Rukia?" Ichigo asked, moving to sit next to the much shorter girl.

"Homura sent a message," the girl replied, pulling out her phone, "Walpurgisnacht will definitely arrive tomorrow, according to her."

Kyoko snorted, "Homerun, always actin like she knows everything. Still, ain't tomorrow the holiday?"

Rukia nodded, "Yes, it is. That's why I know she's telling the truth. As soon as Sayaka and Yuki get back, we need to plan our attack. I wanted Homura here for that, but she isn't answering her phone and Madoka is probably asleep by now."

This time, Kyoko couldn't hold back a bark of laughter. The sad thing was, calling Pinky to see where Homura was really _would_ have worked. Those two...

"They're attached at the hip, ain't they?" she got out, getting out a final laugh as well.

"Yeah, they are."

Ichigo leaned back, a thoughtful look on his face, "Hard to believe it. I only saw her once, but Homura didn't seem the type to spend much time around people."

"Neither are Uryu or Chad," Rukia pointed out.

"...point."

Not really caring about their friends- _seriously, not like I'll ever meet them_ -Kyoko bit down into the delicious as always cake, and waited for Sayaka and New Girl to show back up. She only really cared for the former, but if they were working as a pair they would both show up at the same time. At least Sayaka was back to normal, more or less. She'd been acting better ever since being able to clean her Soul Gem at will anyway. Probably since she didn't have to rely on huntin Witches anymore.

"Sorry we're late," speaking of which, the girl arrived at that very moment.

Kyoko looked over her shoulder, "'Bout time Sayaka."

"Hey, not everyone can kill Witches with a single attack," the bluenette complained, sitting next to her redheaded friend.

"Well, not everyone is as great as I am."

Sayaka smirked, "Wasn't talking about you Kyoko. I was talking about him."

"Oh now it's on."

Before the two could really get into their by-now-playful argument, Rukia coughed to get attention back on herself. She had pulled out a file on Walpurgisnacht, and was even now spreading out the information on the table. Yuki was by her side, the girl having been briefed by Urahara himself on the Witch, from his own research. No sign of that demon cat though, so she was probably out keeping an eye on the town. Kyoko respected the hell out of Yoruichi, but damn if the woman didn't get on her nerves. She had thought _Mami_ had a playful streak, but it ain't nothing on what Yoruichi got up to.

So yeah, Kyoko wasn't one to complain that the cat-woman wasn't around.

For her part, Rukia started talking, "Okay, we know three things about Walpurgisnacht."

"She's a monster?" Kyoko lead off.

"Her familiars are numerous and take the form of slain Magical Girls," Yuki continued, the slightest bit of fear in her quiet voice.

"And the entire city is in danger of being destroyed," Sayaka finished, anger in her voice.

Rukia nodded, "Exactly. Now, between Homura and Urahara we have a fairly good idea of what will happen. Walpurgisnacht will arrive at the center of what looks like a hurricane, meaning that everyone will hopefully get out of the city before then."

"Which means we can go all out," Ichigo clenched his fist slightly, "at least I won't have to worry about people being in danger."

"If only she had a Labyrinth," the other shinigami sighed softly, "but that's another thing Homura told us. Walpurgisnacht won't use a Labyrinth, so expect to be fighting _inside_ Mitakihara. Buildings and all."

Sayaka winced at that thought, "If she's like a hurricane then..."

"We might have to dodge debris, in addition to attacks."

Kyoko tapped her chin, thoughtfully munching on more food. She couldn't say she was used to the idea of dodging debris instead of just attacks. Witches weren't exactly known for throwing things around, outside of their weaponry. If she had a building tossed at her or something, dodging that might be a bit...difficult. Kyoko was tougher than most anyone, but made of iron she was not. Nor could she dodge as fast as the shinigami or Homerun either. Really, the idea of a skyscraper to the face didn't exactly fill her with excitement. Fightin was one thing. That? Yeah, she could do without dodging buildings.

 _Not ta mention I need to get close to actually hurt the damn thing. I ain't like Homura or Strawberry._

She wouldn't trade her spear for anything, but it did make long-distance fights a bit more difficult. Oh well, Sayaka was in the same boat at least.

"That being said, I think we have a plan to deal with that," Rukia continued, as Mami joined the group at last.

"Well? What's the plan?" Kyoko asked impatiently.

The shinigami smirked slightly, "Work in groups. Ichigo and I will each lead a group, with Yoruichi helping whoever needs it. We can deal with debris better than you all can..."

"Cutting a building in two isn't that hard," Ichigo added, "Done it before."

"...and if we keep the debris off your backs, it will make it easier for Kyoko and Sayaka to close on Walpurgisnacht. Ideally, we want Mami and Yuki working on suppressing the familiars while the others charge. They're the fastest attackers we have among the Magical Girls."

Mami nodded slightly, "I can do that. Leave it to me, if what I know is true...it shouldn't be any different than normal familiars beyond..."

"The form they take," Yuki finished softly.

Kyoko sighed, "Do they really look like us?"

In response, Rukia pulled out an etching that had supposedly been made by a Magical Girl who survived one of Walpurgisnacht's rampages. The etching was amateur at best according to the resident artist that was New Girl, but at the same time...it showed what it needed to. The form of the Witch herself, floating above a ruined castle. And dancing around her, the forms of Magical Girls...dresses, weapons and all. Each unique, and each nothing more than blobs that took the form of the girls they once were.

It was a terrifying idea to think that the souls of Magical Girls became the familiars of this Witch. According to Yoruichi it only happened to those who fell in battle _against_ the Witch, but the point remained. Even the shinigami weren't sure how that worked, and that was saying something. Kyoko didn't understand most of what they said about souls, but they clearly knew what they were talking about all the same.

For _them_ to not know what exactly Walpurgisnacht was doing, said something. It might have something to do with Kyubey too. But that little rodent hadn't been around in days, so who knew. Couldn't very well ask him if he wasn't around to ask.

"Remember, killing the Familiars is doing them a favor," Rukia's voice had gone soft, a slightly pained look on her face.

Ichigo placed a hand on her arm, getting a small smile before he looked at the others, "Trust us on this. Being trapped and used as a weapon is the worst thing any soul can be put through. Defeating them is saving them."

"...they're telling the truth," Yuki added, a slight shudder in her body.

Kyoko hadn't gotten the full story of this girl, but she knew _somethin_ had happened to her. It was why she was so quiet all the time.

"So," Sayaka looked a bit pale as she tried to change the subject, "Once we get past the Familiars, what are we doing then?"

Rukia looked like she was glad to change the subject as well, "The next thing is Walpurgisnacht herself. From what we know, she can take attacks that would destroy smaller Witches in a single hit...and not even notice them. Homura told me that it would take more firepower than any two or even three Magical Girls could do to take her down."

"Damn," the redhead whistled, "wonder how Homura knows that. But if she's tellin the truth... _daaammmnn_."

"That is about what we thought," the shinigami smiled slightly, "but that's why Ichigo's here. He redefines absurd power."

"Thank you Rukia," Ichigo replied sarcastically.

"Anytime."

Yuki got back into the conversation after that, a frown crossing her soft-featured face, "And the rest of us?"

"Yeah," Sayaka nodded in agreement, "What are we supposed to do? Other than Mami and Homura, none of us have weapons that can make big explosions or anything."

"Hate to admit it, but they've kinda got a point here," Kyoko finished.

She _did_ hate to admit it. But really, what good could their own attacks do on a Witch that could supposedly tank hits that would kill any other without even noticing it? Kyoko was strong and a fighter, but she couldn't do much if her spear wasn't capable of taking down Walpurgisnacht. Wouldn't make a bit of difference in the end, if her strongest slashes didn't do more than annoy the thing. Not that she'd ever give up or admit to the worry in her heart. That also wasn't like her.

"Well, in theory your attacks should still damage her," Rukia replied.

"In theory?" Mami frowned slightly, and _she_ was the only one there who might do damage with her Tiro Finale.

"Theory is all we have here. We won't know for sure until actually fighting her."

Kyoko scowled slightly, "Well then, let's figure out how we're gonna do that. If that monster is comin tomorrow, I don't want to waste any more time."

That...that was something they could all agree on. Because Walpurgisnacht was coming...and they had to be prepared to fight her!

* * *

 **AN: This one was interesting. Mostly the Homura/Madoka bit to be fair...that one fought me. I hope that turned out well!**

 **Moving on, this is the last chapter before Walpurgisnacht. The fight with her will be next chapter, and the one after _that_ is the epilogue. So we're closing in on the end here.**

 **Reviews:**

 **gatesofhellkeeper:** Heh...it's not so much 3 chapters as I already had the last set done and have just been posting them in a row instead of waiting like usual.

 **wolfdude16:** I can say the fight with Walpurgis was...interesting...to balance. Ichigo's a monster, but Witchy is a tank. It was fun to write, that's for sure.

Glad you like Yuki as well.

Hmm...good point on the placements. As for Sayaka, I most assume she can use her powers on others because we know Magical Girl magic can be used for healing- Mami healing Kyubey the first time we meet them properly -and since her powers have nothing to _do_ with healing...

To me, it seems logical that Sayaka can take the healing a step further. Maybe that's just me.

 **Krazyfanfiction1:** It's Yoruichi you have an issue with?

All joking aside though, I can see her finding a way to do it. Clearly, she could see that Mami was shaken- a gun to the face and all -so I could see her taking it easy on the girl.

Yup. Yuki's powers are paint-based. Not the most powerful, but very versatile.

 **MWkillkennny84:** ...can't say anything on Kyubey.

 **Hithros:** Glad to know I've managed to keep things balanced well.

I imagine that Sayaka/Kyoko would do better. But they wouldn't win either...not unless Kyoko could pull out her illusions, and even then it would be very hard. Yoruichi is just _that_ much faster than Madoka-verse gets.

 **AN: Again, thanks for the reviews. I hope everyone enjoyed this chapter as well...we're coming up on the end after all.**


	20. Walpurgisnacht

**AN: Walpurgisnacht has arrived.  
**

* * *

 ** **Kaname Household****

* * *

The sound of thunder in the distance was the first thing that Homura noticed as she slowly awoke. Rain pattering against Madoka's window, and thunder roaring. The weather had been bad for days now...but this was on another level, and told her everything she needed to know. Walpurgisnacht would be arriving within a handful of hours, and everything would come to a close. She had had the best month in her life...but everything came to an end eventually. Now, it was time to face the Witch, and fight with everything she had. Losing was no more an option than it ever was. It was even _less_ an option than it normally would be.

Because instead of looking out the window of her dull and empty apartment, she was sitting with Madoka still leaning against her side, the other girl fitfully moving in her sleep. Homura gently reached down, moving the pink hair from Madoka's face. Applying a slight bit more pressure than was strictly needed, to get her friend to wake up.

And, blinking bleary pink eyes, the girl did just that.

"Ho...Homura-chan?" the pinkette asked, looking over her friend's shoulder at her alarm clock, "Why are you up so early?"

"I have to be," Homura replied softly, gently pulling her arm away from her friend, who looked a bit surprised at their situation, "it is only a little while now until...I..."

"Walpurgisnacht?" Madoka was instantly alert, worry overtaking the sleepiness that had previously been lining her face.

The time-traveler nodded, "Yes. If this is like the others, she will be arriving in three hours. The evacuation will be in less than thirty minutes."

"They have to evacuate everyone?"

"Yes," she could hardly blame her friend for her reaction, "as I've said, Walpurgisnacht might as well be a natural disaster. It isn't safe to stay near where she will arrive."

"But you're going to be out there fighting her...you, Mami-san, Sayaka-chan, Rukia-chan..." Madoka fidgeted nervously, clearly very worried, "what if you..."

Homura took Madoka's hand, squeezing gently, "Madoka, please, don't worry about us. We all know what we are doing, and we _won't_ lose. I know it."

"I know...but...I..."

Shaking her head, the taller girl's voice grew softer, "Don't worry. I know you will, but it will be okay Madoka."

Giving the hand another squeeze, Homura pulled away slightly, looking her friend directly in the eyes.

"But, I have one thing to ask of you."

"Yes, Homura-chan?" Madoka asked, her full attention on her friend.

"Please, whatever you do, don't leave the evacuation center," Homura requested, emotion clogging her throat, as she tried to keep a strong front up for her friend, "stay there, no matter what happens. I...I couldn't keep going if something happened to you Madoka. I _have_ to know you're safe, or I won't be able to fight. If something..."

"Why would I leave, Homura-chan?"

The time-traveler could only shake her head at that. Almost _every time_ Madoka would leave. Even when she didn't have powers, the girl would still come running anyway. She always wanted to help, no matter what the situation was. It lead to her taking stupid risks and paying for it dearly. Homura had seen her dearest friend...the girl she loved...die so many times because of that. It was why she had to make Madoka promise. Make her promise that she would stay put, no matter what happened. Even if it looked like she was going to fail...Homura could do anything, as long as Madoka was safe.

As such, she stared at the other girl, trying to get her feelings across, "Madoka, you...you always come running to me. I've seen you die so many times because of that. That's what I need you to promise me...promise that you won't leave the evacuation center, no matter what."

"I..."

"Please Madoka..."

The pinkette finally nodded, clutching the hand holding her own tightly, "I promise Homura-chan."

Breathing out a sigh of relief, Homura prepared herself mentally to leave and set up her traps for the Witch. But even as she did that...one last thing pushed itself forward in her mind. This, even though she had every reason to expect a victory, may be the last time she was with this Madoka. With the Madoka who had made her realize that being close to her friend _helped_ far more than it _hurt_.

She couldn't leave...not without doing one, final thing.

"Madoka, this is selfish of me...but I have one final thing to ask you."

"What is it Homura-chan?" Madoka asked innocently, looking at Homura.

The time-traveler didn't reply at first. Instead, she leaned forward, shutting her eyes so she didn't have to look into the shocked pink pools in front of her. Gently, so gently that she was worried Madoka would move away from her, Homura pressed her lips against her friend's. Madoka stiffened in shock, even though Homura pulled away as quickly as she had moved in.

Opening her eyes, the girl saw her friend holding a hand to her lips, an adorable pink flush to her cheeks as she stared wide-eyed at her friend.

"Homura...chan?" she breathed out, voice shaking.

 _I should have expected that. It was selfish of me, after all._

"I'm sorry Madoka," Homura slowly got to her feet, looking away with a blush crossing her own face, "I...I know I shouldn't have done that. But, these days with you...spending so much time by your side...it made me remember something. I've been pushing my emotions down for so long, living with the idea that if I didn't feel anything, it would be easier to fight. Easier to lose you, if I couldn't win. But spending this time with you...it...I..."

Forcing down a deep breath, she turned back to Madoka. For what she _so dearly hoped_ would be the last time, she let her mask fall away. All the pain and longing in her heart were laid bare in front of the pinkette. Madoka would see everything that Homura was, and everything she hoped to someday be.

"I love you Madoka. I don't expect you to feel the same way...but it doesn't change anything. I will do anything for you. Fight any enemy...so long as you're happy."

With her deepest secret finally out, Homura made to leave the room. She needed to prepare...she had to be re...

"Wait, Homura-chan!"

Madoka's hand pulled her down, sending the teens falling to the ground in a pile of limbs. Homura's face went even redder than it had already been, as she struggled to disentangle herself from her friend. But Madoka's grip was stronger than the petite girl's frame would indicate, as she hugged the taller teen tightly. The Magical Girl stopped struggling...when she felt tears on her shoulder.

"Madoka...?"

 _Why...why is she crying?_

The pinkette clutched tighter to her friend, "Homura-chan, I...I like you a lot too. I don't want to think about you going out there alone and fighting something this bad. I know you have to and you have help...but it _scares me_ so much to think about it."

Homura's brain had stopped functioning when Madoka admitted to liking her as well. But it kicked back into gear, when Madoka pulled away, and kissed _her_ just as softly. The pinkette pulled away, face flushed to an extreme. A trembling smile crossed it, as she did her best to look strong.

"Please," she whispered, "promise _me_ that you'll come back. I can't imagine you...dyi..."

Her voice cracked, as fresh tears came to Madoka's eyes, her body shaking slightly as she clung to her friend. Homura managed to get her arms free...and hugged her friend to her tightly. She had never imagined being in this position...and, selfishly, didn't want to leave. So much of her just wanted to hug Madoka to her side, and leave Mitakihara to its fate. Let the others fight Walpurgisnacht, and just escape somewhere to live safe with the girl who meant the world to her.

But the rest of Homura knew. She knew that Madoka would never forgive her if she did that. As such, with one final squeeze, she pulled away from the other girl. A hand gently wiped the tears from the pinkette's face, as Homura got to her feet.

"I promise you Madoka," she spoke with absolute conviction in her voice, "I _will_ come back."

Madoka laughed weakly, "I'm holding you to that Homura-chan. Be careful."

"I will be."

And with that said, Homura vanished. She left behind the girl who she would do anything for...up to and including fighting the upcoming battle. The battle that everything hinged upon.

Her vanishing meant she missed Madoka bringing a hand to her heart however. The pinkette clenched that hand, tears running down her face.

"Don't die Homura-chan...it doesn't matter if you save me, if you aren't alive to be with me..."

* * *

 **Downtown Mitakihara**

* * *

"About time you showed up! What were you doin, sleeping in?"

"Hardly. I was preparing traps for Walpurgisnacht."

"Yeah yeah. Well, everyone's here. So what do we do _now_ , Homerun? Shorty?"

Electing to ignore Kyoko Sakura's tendency for nicknames, Homura looked out at the distant skyline. She could already see the mist moving in...the mist that would cloak the circus Familiars. That meant, more than anything, that Walpurgisnacht would arrive within minutes, not hours. Everything she had worked towards was coming to an end. At least...at least this time she wasn't alone, as she stared down where the Magical Girl _knew_ her greatest foe would appear.

Rukia standing right next to her, the shorter girl by her side as she always had been, ever since the crazy scheme had begun. Kuro...Ichigo...was on Rukia's other side, already holding both of his blades loosely. Sayaka and Kyoko were standing side-by-side as well. The former looked nervously around, watching the wind and mist surrounding the group. Kyoko looked eager to fight as always, munching on a stick of pocky as she cockily grinned at the time-traveler. Mami and Yuki Morimoto, the Magical Girl that she had first seen restored from a Witch, were whispering to each other. Mami's sharp featured face with the unnerving emerald eyes was serious, not a trace of her usual levity.

Yuki was frowning softly, clearly worried. Homura could not blame the girl. She could hardly imagine what she had been through as a Witch...with the knowledge that they were about to fight _the_ most powerful Witch there was. It was a perspective she could never understand, and never wanted to understand.

"That thing is freaky," the final member of their group broke in, flashing in next to Homura.

Yoruichi was a calming figure, looking completely at ease despite the situation.

"She'll be here any minute now," the cat-woman continued, "I hope you're all ready for this."

"I'm ready," Ichigo was the first to speak, amber eyes staring out at the mist, "though...I thought we couldn't sense these things? Because I can feel it coming."

"Walpurgisnacht doesn't have a labyrinth, remember?" Rukia frowned lightly, "That's probably why. Yoruichi, were there any Familiars?"

The taller woman shrugged, "I saw something in the mist, but it wasn't Magical Girls."

Homura stepped forward, "I saw them as well. I don't believe they will fight us, that will only be Walpurgisnacht and the combat Familiars."

"But why would there be ones that don't..." Sayaka began, clearly confused despite her nerves getting the best of her.

"Don't ask stupid questions," for her part, Kyoko still didn't look worried, "if they don't fight, then we can fight the others instead."

For once, Homura found herself in complete agreement with the redhead. The group needed to save its energy for the main fight...for Walpurgisnacht herself. And as the mist began to creep around her legs, Homura turned her attention away from the others...and towards the dark form of that monster. A flash of purple light had her in her Magical Girl outfit once more, hard violet eyes staring at the rapidly approaching Witch. A mental countdown in her head ran, _years_ of experience telling her exactly what was going to happen. Exactly _how_ long she had.

 _Five._

 _Four._

 _Three._

 _Two._

 _One._

"She's here."

The familiar and _hated_ blue dress moved out of the clouds. Skyscrapers from the heart of Mitakihara floated in the air around Walpurgisnacht, only for the Witch to bring her gears down...lighting the buildings in a flash of fire. That haunting laugh began to echo through the sky, the _taunting laughter_ that haunted her dreams almost as much as Madoka dying. She would never...could never...forget it. Homura reached into her shield, her hands tightening on the sniper rifle she had just taken the previous night.

Her attacks had never done enough damage. In this situation, it might very well be better to provide support fire instead.

"T...that's Walpurgisnacht?" Sayaka breathed out, grip on her sword shaking slightly.

Homura couldn't blame her...the girl was still new at this.

"Yes, it is."

Ichigo cracked his neck, "Damn thing _is_ freaky. So, plan?"

Rukia nodded, slipping into the command role her rank made her familiar with, "Right. I'll go with Mami and Yuki, and work on suppressing the Familiars when they arrive. Ichigo will attack directly with Sayaka and Kyoko. Homura?"

"I will also provide support," the dark-haired girl answered, warily watching the laughing Witch draw ever closer, "If Yoruichi will cover my back."

The cat-woman nodded, "I can do that."

"Good. Alright everyone...this is what we trained for. Let's do it!"

All the girls- and one boy -nodded sharply, splitting into their groups. Homura looked at the dark-skinned woman by her side, before turning the gears on her shield. Just because she was going for a support role...didn't mean she was going to not at least _try_ to use the weaponry she had so painstakingly gathered.

Time froze around the Magical Girl, the crazed laughter falling silent, as the others stopped in place. She could see the fear mixing with determination on Sayaka's face. The cocky expression on Kyoko, who already had her spear low to the ground, ready and waiting to attack. Rukia and Ichigo looked determined, and not a shred of fear was on those faces. Mami was worried...but her look was directed at the others, her mentor tendencies making her worry. Yuki looked almost sick, though she clutched a 'drawn' rifle tightly. Yoruichi looked like Kyoko.

For her part?

 _Alright...Walpurgisnacht is in range of the missiles and mortars. I must fire those before anyone is in danger of being hit._

Homura sprinted to where she had set up her traps. Shells fell into mortars, launching into the air, directly at where the Witch floated, suspended in time. Her hand came down on a detonator, priming block after block of C4, placed strategically to collapse buildings in her foes path. And, finally, Homura looked down at her feet...at the concealed anti-ship launcher. Her magic pulsed out, triggering the computer, forcing it to lock onto something it should never have even seen.

It was only when that was done and she had relocated to a sniping post, also pre-prepared, that Homura resumed time.

 _We have to win. I will do anything and everything I can...to ensure we win. I_ will _come back to you Madoka!_

* * *

"Jesus Christ! What do you think you're doin Homerun?!" Kyoko gaped at the explosions raining down on Walpurgisnacht.

She wasn't one to shy away from fighting, but _damn_ , was that girl insane? The redhead was fairly certain she had seen missiles bigger than a house heading towards the Witch.

But the truly scary thing?

"That didn't even hurt it..." Sayaka breathed out, wide blue eyes watching as Walpurgisnacht flew up from where the aforementioned missiles had slammed her into the ground.

And indeed, the Witch wasn't even scorched by the fire, nor was her dress torn. If anything, it looked like nothing had happened, even her floating buildings were still in place.

"Huh...that wasn't shunpo or anything like it."

Kyoko's head turned, to see Ichigo _also_ looked totally unruffled. In point of fact, he looked like he wasn't even surprised that Walpurgy wasn't hurt in the slightest. Rukia _had_ mentioned that they had fought things that made Witches look like popguns, but seriously? Even _she_ felt a stab of brief fear when she saw all that fire doing squat. It was brief and replaced by an eagerness to see if her spear could do better, but hey, the point remained. It was spooky damn it.

"Oi, Yoruichi!" Ichigo continued, turning his head to where the cat-woman had vanished.

"Yeah?!"

"Any idea what she just did?"

"Nope!"

Ichigo sighed, "Figures. Okay, let's go!"

With that said, the teen flashed forward, blue energy glowing along the edges of his pitch-black swords. Kyoko grinned fiercely, charging after him as fast as her enhanced but still very human legs could carry her. Sayaka was right by her side, a second sword in hand now. Walpurgisnacht turned her head in their direction, pink lips opening wide as more creepy hyena laughs came from her. That noise was _seriously_ getting on her nerves now.

Not that she could focus on it. Kyoko ducked, red eyes tracking a wave of black ink shooting at her face. Rolling to her feet, the redhead turned around, spear coming up on instinct, as an inky Magical Girl tried to hit her with a spear of her own.

"Oh, now it's on! No one copies me!"

"Kyoko!" Sayaka shouted at her, two ink blots attacking the bluenette. One held a katana, the other a wand of some form.

"Fight them yourself Blue! This one is mine!"

Pushing the wellbeing of her partner to the back of her mind, Kyoko grinned widely at the _creepily_ grinning apparition in front of her. If the Familiar wanted to take her on in a spear fight, well, she would _happily_ oblige it. The redhead lunged forward, her spear angled at the center of the Familiar, aiming to end the fight quickly. The inky form moved back, bringing 'her' own spear up to catch the blow, redirecting it to the side. Kyoko twisted her arm in response, sending the shaft of her spear towards the legs of the former Magical Girl.

The Familiar jumped above the blow, her own spear coming down on the redheads's...head. Kyoko split her spear, the back of her weapon catching the blade of her enemies. Both girls flew apart from each other, Kyoko rolling to her feet as the Familiar floated in the air. Spitting a small bit of blood out of her mouth from the impact, the redhead grinned at her enemy.

 _Okay, this might be some fun!_

For her part, Sayaka was frantically ducking blasts of yellow energy from the wand-wielding Familiar, while dueling with the other one. Fighting two-on-one wasn't exactly her strong suit. But she wasn't going to lose here. She _couldn't_ lose here. Madoka...Hitomi...Kyouske. They all were in danger, and counting on her to help beat Walpurgisnacht. And Sayaka Miki would be _damned_ before she let her friends down.

"Breathe Sayaka, remember training..." she muttered, ducking an overhand swing from the katana-wielder.

If it had been any other sword, Sayaka would have been in trouble. Dueling a Familiar with another one lobbing attacks her way could only end badly. But the Familiar trying to fight up close...she was using a sword that Magical Girl Sayaka-chan was _very_ familiar with. And this perversion of a Magical Girl was _not_ as good as Rukia Kuchiki at using her sword. Sayaka brought her cutlass up, catching the next swing from the Familiar before it got close to her. With a grunt, the bluenette pushed back, knocking the Familiar into a building, even as she used her other sword to block another blast of energy.

A small smirk crossed her face, as she jumped at the downed Familiar, the inky figure 'flowing' as it moved out of the rubble.

 _I can do this!_

Sayaka let out a shout of triumph, as her cutlass cut through the inky fog that made up the Familiar. The false Magical Girl faded away, even as the wand using one continued to attack her.

Only for a musket ball to punch clean through it.

"Thanks Mami," Sayaka smiled slightly, before moving back towards Walpurgisnacht as Kyoko finished her own fight.

* * *

Far away from the bluenette, Mami dropped her rifle, and pulled out another one in time to use it as an impromptu club on a Familiar that got too close. It didn't last long, before Yuki's childish rifle cut it to ribbons.

 _There are so many of them..._

Even as she sent a nod of thanks at her new protege, Mami fired her new rifle at another Familiar, punching clean through it. Walpurgisnacht's familiars were numerous and very dangerous...but they weren't anymore durable than usual Witch's Familiars. No matter what they used to be or the form they took now, these corrupted Magical Girls were no threat individually. When one shot was enough to destroy them, they truly weren't more of a threat than standard ones in that regard.

But what they lacked in durability, they more than made up for in variety and numbers. Each and every one of the dozens of ink forms across the 'battlefield' that Mitakihara had become were unique. And that meant they were each uniquely dangerous on the offense, if not the defense. Mami was sweating slightly, as she used her ribbons to pull herself up the side of a building. One hand clutched the yellow fabric, as the other drew and fired rifles at the Familiars. One dropped as it tried to sneak up on Ichigo, who was busy dueling a dozen at once, as Walpurgisnacht recognized a threat to itself.

Kurosaki-san was easily dodging the attacks himself though. His movements were sharp and fluid, as he flashed around in that technique that he and Yoruichi-san were so good at.

 _Even so, my job is to cover everyone._

Mami reached the top of her building, only to duck as a sword flew over her head. Her arm immediately brought a rifle to bear, only for the Familiar to fade away as Rukia cut it in two.

"Thank you Kuchiki-san," Mami panted slightly, wiping her face as Yuki managed to join them on the roof.

"No problem," Rukia smiled at her, "It's what I'm here for. Have any of the others reached Walpurgisnacht?"

The brunette shook her head, "Not that I could see. Kurosaki-san got close, but she is sending all her Familiars to block his path."

"That doesn't surprise me," the shinigami sighed, "Ichigo will make himself a threat, if only to keep the others safe. Damn it...can you two handle yourselves?"

Yuki looked over at Mami, "I think I can...Tomoe-san?"

"We should be able to."

Rukia nodded, running to the edge of the building.

"I'll go help Ichigo. The sooner we can hit Walpurgisnacht directly, the less damage will be done to Mitakihara," the shinigami looked over her shoulder, serious expression not once leaving her face, "Be careful you two. It won't matter if we win, if any of us die."

With that said, the short girl jumped into the air, flashing towards where Ichigo was besieged by the Familiars. For their parts, Mami and Yuki took up posts at the edge of the building, looking to support the others. Mami had already summoned a brace of rifles, ready to draw anytime she needed one. The younger girl had drawn a sniper rifle, and was even now looking down the scope, firing a bullet through a Familiar that tried to hit Rukia.

"Tomoe-san?" the green-haired girl asked.

"Yes?"

"...I can't hurt Walpurgisnacht, not with my powers."

As much as Mami may have wanted to deny that and tell the other girl that she _could_ do damage...she knew that would be a lie. Yuki's powers were amazing in their versatility. Even more so was her ability to seamlessly switch between swordplay and firearms. But nothing she had was _powerful_ enough to do damage to a Witch this strong.

"What are you suggesting?" the brunette asked instead, knowing her protege wouldn't have brought it up if she wasn't planning something.

Yuki looked out at Walpurgisnacht, firing another bullet to clear Kyoko's path to the monster of a Witch, "I can cover you while you attack. Your Tiro Finale...it is the strongest attack any of us have, excepting Kurosaki-san."

"But..." Mami protested, aware that it wasn't her job to fight the Witch directly.

"Mami-san," Yuki used her first name, voice soft as ever, "Please. You've helped me, and I want to help you now. We _need_ you to attack directly."

Mami felt her heart twitch at those words. No one had _needed_ her since she had...no, don't think about that. She knew that her attack really was the best any of the Magical Girls could do. But that...didn't mean she was going to abandon the younger girl. She _couldn't_ abandon her like that. She _wouldn't_ abandon her. Yuki had been through too much already, and Mami wasn't going to let her go through more.

"Very well," instead, the brunette pulled herself up, and summoned the largest weapon she could manage, "But I won't leave you alone, Yuki-san."

A small smile was sent her way, "Thank you."

The brunette smiled back, before her features hardened. Sharp emerald eyes stared down the sight of her massive cannon, as she summoned all the magic she could manage after fighting so long. Mami took deep, fortifying breaths, waiting for the perfect chance to shoot...

* * *

 _The Familiars are keeping us too busy...come on, Ichigo, Rukia...someone. We have to hit Walpurgisnacht herself!_

Homura dropped her empty sniper rifle, leaping into the air. She was one of the few Magical Girls capable of a form of flight, and she was taking advantage of that. Her lithe body moved from building to building, charging directly for Walpurgisnacht in the distance. Her eyes noted that Kyoko and Sayaka had broken through their own foes, and were jumping up a building to get in a position where they could hit the laughing Witch themselves. But Homura paid them no more mind than that, all her attention focused on the looming figure.

The source of all the misfortune and suffering in her life. It was Walpurgisnacht who had killed Madoka. It was Walpurgisnacht who left her broken, and vulnerable to being manipulated by Kyubey. It was Walpurgisnacht that had forced her to relive this month, so many times. And Homura would _never_ let her get any closer to Madoka again. She _would win this time!_

"I won't lose again. Not when I have done so much!"

An assault rifle fell into her hands, the Magical Girl spinning her body to avoid a Familiar, bullets flying out and raking the inky figure until it shattered. Homura turned away from the corrupted soul, angling directly for where Walpurgisnacht hung in front of her. The Witch turned its massive head, pink lips opening wide in a mocking smile. Green tongue was visible, as that _horrible, taunting laughter_ rang out.

A skyscraper suddenly flew at Homura, propelled by the otherworldy power of the strongest Witch in history. The Magical Girl held up her shield, ready to stop time and fly out of the way of the building.

"Gotcha!"

Only for Yoruichi to flash out of nowhere, tugging her out of the way.

"Watch yourself Homura," the cat-woman grinned at her, her outfit stripped down into a black body-suit on top, "I wouldn't want to tell Madoka her girlfriend got herself killed."

"I was fine," the teenager flicked her hair, before turning her eyes to the Witch, "We can't let her get any further. The Evacuation center..."

Yoruichi's face lost the grin, an entirely serious expression taking its place, "I know. Ichigo and Rukia are hitting her from the side. And the others should be..."

As she trailed off, a triumphant shout echoed through the air.

"Finally! Keep up Sayaka, we ain't finishing this fight without getting our hits in!"

"Right behind you Kyoko!"

The familiar heads of blue and red hair shot into view, leapfrogging across a ruined building. Kyoko was in the lead as usual, her spear extended to what might well be its maximum length. Even from her position, Homura could see the fierce grin on the redhead's face, despite a line of blood running down it. Her dress was torn, a long gash crossing her side, from under her breast to her hip. But typical, typical Kyoko didn't even seem to notice.

Sayaka didn't have any visible wounds, likely the result of her healing abilities. Her face had lost the fear, and now was bearing an expression nearly the mirror of Kyoko's, as she jumped forward with swords in both of her hands.

"Looks like they got here," the cat-woman finished, sending a smile at Homura, "Well, I can't let the kids show me up. Shunko!"

Lightning flew to life, engulfing the former Captain's body. Homura's eyes widened, the effect like nothing she had ever seen before. Yoruichi just grinned, before vanishing faster than ever, as she shot directly at the Witch. Shaking her head, Homura did the same, drawing her heaviest machine gun. Even if she couldn't do much damage herself...she would _not_ be left behind.

This was her fight, and she wouldn't be left behind.

 _We will win. We_ have _to win._

Homura felt new determination fill her soul, as she saw Kyoko reach Walpurgisnacht first. The redhaired Magical Girl shouted a battle cry, as her spear cut deep into the Witch's dress. For the _first time_ the monster screamed in pain, as pieces of the dress fell aside, Kyoko pushing her spear deeper with each second.

Until a ball of fire hit the girl from her blind spot.

"Gah!"

Kyoko's spear fell from her hands, burns covering the side that was hit.

"No!" Sayaka's anguished shout filled the air, as she dropped her own swords, catching the redhead instead, "Kyoko! Are you okay? Please be okay!"

There was no response, coldness gripping Homura's heart, replacing the determination. They can't have lost Kyoko...she was the most determined of them all. She wouldn't let something like that keep her down...not Kyoko Sakura.

"Getsuga **Jūjishō."**

Two massive black blasts of energy shot past the Magical Girl, forcing her attention away from Sayaka cradling the veteran redhead in her arms. Walpurgisnacht was cloaked in fire and smoke, the Witch forced back into a skyscraper, the scream of tortured metal echoing through the town. Turning her head, Homura saw Ichigo, a white mask of some form on his face. Both of his swords had changed shape, though she couldn't tell into what from this distance. What she _could_ see was his eyes...black and gold, narrowed in anger.

She didn't bother looking past that, turning back to the Witch. Walpurgisnacht floated out of the rubble, one arm torn away, and half of her dress burned to a crisp. Even a gear was cracked, no longer spinning as the monster continued laughing. Homura grit her teeth, anger surging to the forefront of her mind. What would it take to keep this monster down for good?!

"Tsgui no Mai, Hakuren."

Rukia's signature ice shot into view, coating the remaining arm of the Witch. Homura didn't even hesitate, before her hands held her last rocket. Floating as best she could, the girl aimed directly at the ice. Violet eyes narrowed, as the missile shot forth, angling directly at the ice. The projectile impacted _exactly_ where she had been aiming. And with it, fell the ice-encrusted arm of Walpurgisnacht. The teenager couldn't help the fierce expression that crossed her face...they had disarmed the Witch and that was more than she had ever managed on her own.

But even so, Walpurgisnacht was far from finished. It would take more than that to defeat the greatest of all Witches.

 _We have to hit the gears..._

Despite everything done to the Witch...despite all the damage to her 'body'...her gears were only lightly damaged in comparison. That had to be the 'core' of Walpurgisnacht. Homura's eyes narrowed further, as she jumped into the air. Fire flew all around her, the laughing Witch attempting to shoot down the fighters attacking her. Homura didn't pay any mind to the fire...she had experienced this many times, and was able to far more easily dodge the attacks now that others were taking the heat off her, so to speak.

All her attention was focused on reaching Walpurgisnacht herself, to drop her last explosives on the gears.

"This has to work...it has to..."

But even as she reached the Witch, Homura screamed in pain as a Familiar appeared out of nowhere, cutting into her leg. The inky blob didn't last long, as Yoruichi flashed in with a wave of lightning, punching it aside. Homura sent a pained nod in her direction, holding a hand to her wound. It wasn't as deep as it could be, but she wasn't going to be running any time soon.

Pushing the pain aside, the Magical Girl forced herself to keep flying up at the Witch.

"Homerun! Catch!"

Only to look down, in time to catch a familiar spear. Kyoko, burns coating half her body, sent a smirk up at her, before her eyes slid shut, the girl still cradled in a panicked Sayaka's arms.

For her part, Homura held the unfamiliar weapon in her hands...a fierce and determined expression crossing her face. Her explosives likely wouldn't have worked...but a magical weapon? That could be useful. Despite the thudding pain in her leg, Homura moved directly at the massive gears that were in front of her. She saw Ichigo and Yoruichi join her on either side, but didn't acknowledge them. All her energy...all her focus...was entirely on the nightmare in front of her. Homura held Kyoko's spear in front of her, driving down directly on the Witch, even as a flash of light signaled Mami taking her own shot at it.

Ichigo and Yoruichi did the same, the blinding light too much for even Homura to filter out. But that didn't matter. Nothing mattered, but the feel of her borrowed spear digging into the gear. Walpurgisnacht's laugh faded, as the Magical Girl pushed everything she had into her attack. It was only when she found herself on the other side of a disintegrating form, that Homura realized what had happened.

 _I...we..._

They had won. Walpurgisnacht was silent, her gears fading away just like a Labyrinth. Homura's mind could hardly believe what it was seeing.

"Fin...al..."

Even as darkness fell, her eyes sliding shut as the girl fell towards the ground.

* * *

 **AN: And there we go. This chapter was very fun to write, I will admit. The first part was a bit difficult, but the fight itself was certainly fun. Hopefully I did that part well!**

 **I don't have much more to say, other than thank you to everyone who has stuck around. The next chapter will be the epilogue, so we're almost at the end here.**

 **Reviews:**

 **Krazyfanfiction1:** Yup, almost over.

 **Duncan0Idaho:** ...that will be answered next chapter.

 **MWkillkenny84:** Wallmart Night? That's a new one...amusing though.

As for the Vizard...I doubt it. The Witches aren't the same as Hollows/Inner Hollows. I could have gone that route I suppose, but I felt the way I did go worked better.

 **Nightraze:** Well, I hope you enjoyed the fight!

 **Acenia:**...as above, you'll see next chapter.

 **wolfdude16:** Heh. Well, Ichigo _can_ cut them in half easily enough. Still a bit of a show-off though.

I don't know if she could pull off a Getsuga, but I could easily see her trying things until she gets some form of attack like it. Kyoko's stubborn that way.

I hope the fight was good as well.

 **AN: Again, thanks to everyone still here. The final chapter will be up this time tomorrow!**

 **And I hope everyone enjoyed _this_ one too of course.**


	21. Epilogue

**AN: And we're at the last chapter. This is the fastest I've ever finished a story actually.  
**

 **Thanks to everyone who stuck with it!**

* * *

 _..._

 _..._

 _...where..._

Homura Akemi slowly opened her eyes, the unfamiliar feeling of a hand brushing through her long hair waking her. Her bleary violet eyes instantly noted that she was in Rukia's training room, the unadorned walls and stupid banner making that clear. She was on a bed though, the comfortable fabric of a sheet covering her. Rather less comfortable was a bandage wrapped around her left leg, and surprisingly, a cast on her right arm. She must have hurt herself going through...going through...

Her mind came to a halt, at the realization that it was _finally over_. Walpurgisnacht was dead and gone, and without the need for Madoka to contract. That monster could never hurt her friend or anyone else, ever again. Part of her was tempted to just let her eyes fall shut at that realization. Rest...she could finally rest, without worrying about what was coming in the future.

Of course, the hand in her hair rather ruined that idea.

"Who..." Homura got out, her voice slightly raspy.

"Homura-chan!"

Well, that answered that question. Before the teenager knew what had happened, Madoka was crushing her in a tight hug. A sharp spike of pain went up her arm at that, but Homura bit it down without an outward reaction. The last thing she wanted to do was worry her friend...worry her more than she already clearly was. Madoka's eyes were red, her hair a ruffled mess without the trademark ribbons. Tears were wetting the Magical Girl's...hospital gown. On top of that, Madoka was shaking like a leaf.

How...

"How long was I out?" she managed to ask, her voice still raspy.

"'bout a day," a familiar voice answered.

Homura managed to turn her head, and saw a lazy grin, "You survived?"

"Jeez, don't sound so surprised," Kyoko Sakura complained, though without her usual bite.

That may have something to do with the fact that half her face was covered in a bandage. There was a little red at the center of it as well, emphasizing that she hadn't healed quickly. The time-traveler was curious about that...as well as her own wounds still being treated. Magical Girls didn't require long recovery times from wounds, even if they weren't a natural healer like Sayaka Miki. Who, on that note, should have been able to heal _them_ quickly. So why, then, were Kyoko's burns and her own wounds still in place?

"I...I was so worried Homura-chan," Madoka got her attention back, "When Rukia-chan brought me here and you didn't wake up...when Sayaka-chan couldn't heal you...I..."

The pinkette broke down again, clearly overwhelmed.

For her part, Homura gently raised her intact arm, hugging Madoka back as well as she could. Her eyes turned to Kyoko, who looked unusually serious still.

"Yeah, Pinky's tellin the truth," the redhead sighed heavily, "For whatever reason, we ain't healin like we should. It ain't the bracelets either, since Sayaka healed normally. According to Shorty, that Urahara guy thinks its somethin to do with us being hit directly by Walpurgisnacht. No idea what _that_ means."

"...my leg was a Familiar."

Kyoko just shrugged, wincing slightly as it moved her burned shoulder, "Hey, we don't have any idea what's goin on, 'kay? Maybe ya got hit by something else in the same spot. Who the hell knows. All _I_ know is this really freakin sucks, and it didn't happen to anyone who didn't take a direct hit from Walpurgy."

That...might make some sense. Homura had never stayed around long enough after a battle with Walpurgisnacht to actually attempt healing her wounds. The very few times she had gotten through a fight with the Witch without being forced to go back right away had been because of Madoka...and she tried to not remember them. So it was entirely possible that something about her attacks made it impossible to heal them properly with magic. It would make far too much sense actually. Walpurgisnacht was a Witch built on killing anything and everything in her path, even more so than normal ones. Homura could easily believe her attacks were crippling.

After all, Mami and Madoka had fallen in the first timeline to wounds that wouldn't normally have killed either. It did cause a bit of trouble though...even though she didn't need to hunt Witches to survive, the time-traveler was hardly one to enjoy the idea of being confined to a bed while she healed.

Though, having Madoka running her hand through her hair had been nice...

"Rukia-chan said she was going to bring a friend in," Madoka spoke up, voice still trembling slightly, "she said she can heal anything."

"Ah, Inoue-san," Homura nodded, getting a faceful of her friend's hair for her trouble, "it should be possible. Her abilities are...impressive."

"You're tellin me," Kyoko grumbled, "Shorty told us the truth ya know, now that we don't hafta worry about our Soul Gems or Walpurgy. Who'd have thought that little rat would turn us into baby Witches. Sayaka did _not_ take that one well."

Homura sighed softly, "No, she never has..."

She had intended only Madoka to hear that, but even with one ear covered in bandages, Kyoko was far from deaf.

"What do you mean by _that_ Homura?" her one visible eye narrowed dangerously.

"A very long story that I would rather not talk about," the time-traveler replied easily, "Suffice to say, it doesn't matter any longer. With Walpurgisnacht gone and our Soul Gems no longer decaying...nothing really matters that directly relates to it. I would rather forget, and live my life."

"Hmph," the redhead grunted, rolling her eye this time, "Fine, keep your secrets. I've got enough of those myself."

Of course, her 'secrets' were known to the girl in question by now. But Homura, in addition to truly viewing her past lives as...unimportant now...didn't see the need to mention that. She, really, just didn't want to think about it, and had some level of trust with the redhead. Kyoko always had been the easiest of the Magical Girls to work with. Maybe it was selfish of her, but she didn't want to lose that comradery. So between the lack of desire to dredge up old memories when she wanted a peaceful life, and her desire to keep Kyoko as a friend of sorts...yes, it was rather understandable that Homura kept her secret.

So long as she didn't mention it around overly curious Sayaka Miki anyway. Speaking of which...

"How is Sayaka, really?" she asked the room in general.

Madoka was the first to answer, "Sayaka-chan is...sad, really sad. I think she doesn't like that she couldn't heal you, and finding out what Kyubey did..."

"She ain't takin it well," Kyoko finished, somehow procuring an apple from who knew where, "I mean, I didn't take it particularly well either. Not somethin you want to hear, y'know? If Kyubey weren't hidin somewhere and I weren't stuck in this damn bed, I'd be stabbing him. Ole' Mami doesn't seem to be bothered by it though, and that kinda surprised me. New Girl at least has the excuse that she already went through it and all."

"Mami was already aware," Homura replied, getting a shocked look from Kyoko, rare as that was, "I told her when she was...brought back. She did not take it well at all, though even I was surprised that she did not...break."

Kyoko sighed again, "Yeah, I kinda would have expected that. The girl has a big heart, but she ain't a tough one. Hit her hard enough and she'd fall right apart."

That was an accurate description of pre-gigai Mami Tomoe. But that girl was not the same as the one that had replaced her. Mami was, understandably, still fragile. But she had a support net, and seemed to have 'adopted' Yuki Morimoto as a younger sister, if what she had seen was any indication. It really was too bad that Charlotte's Grief Seed had been forced to be used to keep Homura going...she had foggy memories of one timeline where she had attempted to save Magical Girls from becoming Witches, and...Nagisa Momoe...had been quite close to the older blonde.

Nothing for it though. Homura had always known she could never save everyone. She considered what she had done enough of a victory.

"She's tougher now though," the redhead continued, "so I ain't worried about her. Or Sayaka really, since these fancy bracelets mean she ain't Witchin out."

"I'm still worried," Madoka, bless her big heart, would always worry, "She's really upset about this. I know Sayaka-chan, and she is...really, really sad."

"She'll get over it," Kyoko shrugged, "Sayaka's a tough one, even if she doesn't exactly show it much."

The pinkette frowned, "But..."

It was Homura's turn to lightly hug her friend, as well as she could with one arm, "Don't worry Madoka. Sayaka Miki is tougher than she appears. I am certain she'll be fine, given time to adjust. Remember, we never have to worry about becoming Witches again."

Honestly, it was probably only that fact that kept Mami and Sayaka sane. The knowledge that they would never succumb and become Witches, so long as they had the bracelets. It was a poor substitute for becoming human again and never having to worry period...but it was far better than anything _Homura_ had ever expected. She had always gone into a timeline with the knowledge that even were she to succeed, her time with Madoka would be limited. She could only stave off her own transformation for so long...even though the girl knew that she would sooner shoot her own Soul Gem than become a Witch that could endanger Madoka.

The fact that there was no longer any need to worry about that- and even if by some horrid twist they lost the bracelets Orihime could revive them -was a major load off her shoulders.

"In any case," Homura began, only to be cut off by the sound of approaching footsteps.

"Are you sure that you've done everything you can Miki-san?"

"...yeah. I tried everything I know, and Mami tried helping but nothing worked...I don't know why. I healed Yuki just fine..."

"Don't worry about it. I understand what you feel like, trust me...there was this one time that I couldn't heal Kurosaki-kun and it was...horrible..."

"I can imagine..."

Naturally, Homura recognized both voices. A fact further confirmed as a downtrodden Sayaka Miki entered the room, closely followed by a serious looking Orihime Inoue. The latter smiled brightly when she saw everyone awake and alert, but the former just looked at the ground, or at the least, anywhere but Kyoko. Those two always were close, so it was hardly a surprise that not being able to heal the redhead's burns was really getting the better of Sayaka. Not to mention her reaction when she had first been hit.

Clearly, they were just as close in this timeline. Or at least, well on their way in that direction. Oh well, it was not Homura's place to judge. If those two were to pursue a relationship, it was their business, just as it was her own to love Madoka.

"It's good to see you awake Akemi-san," Orihime continued, moving over to her bedside, "I got here as fast as I could when Kurosaki-kun called and told me that your wounds wouldn't heal. The attack made it hard to get here though...all the trains aren't running."

With half of Mitakihara's downtown in watery ruin, that was hardly surprising. Homura didn't know how long it would take the town to recover from this...but recover it would. Human nature would ensure that much.

"Nice to know ya care about me too," Kyoko complained, though her words lacked the usual venom.

"I'm sorry Sakura-san!" not that it stopped Orihime from flushing slightly, "I didn't mean to leave you out."

Kyoko just waved her uninjured hand, "Nah, it's no problem. Just a little joke. Mind tellin me why Sayaka won't look at me? I ain't that ugly with this am I?"

The flush grew, "Umm...that's not my place to say."

"Great."

It would be impossible for even Homura not to feel the slightest of smile's tugging at her face. Apparently, the redhead was completely clueless about something for once. Though if the flush on her cheeks was any indication, Sayaka was _not_.

Madoka was the first to recover though, "Orihime-chan? Can you heal them?"

"I can certainly try," the taller girl smiled, pulling her hair-clips from her vest pocket.

No matter that she had seen it in action before, Homura still followed every movement. Orihime Inoue's power was the only one that truly impressed her. Ichigo and Rukia's abilities were unique and powerful in their own rights, especially the former who may well be the most powerful individual she had ever met. Yoruichi's Shunko was visually impressive, and powerful itself. But it was Orihime who had the powers that defied all laws, both mundane and spiritual. It should not have been possible to return a Grief Seed to its original form, but she had done so and Yuki was the proof of that fact. It was through studying how she did that, that Urahara had created the precious bracelets.

For all that though, Homura hadn't actually seen her _healing_ in action before. So it was understandable that she was following every movement with an avid eye. Even more so because it was _her_ arm that was being healed first, as her injuries were lighter than Kyoko's. It was a testament to the stubbornness and plain toughness of the redhead that she was even awake and alert, let alone able to carry on more or less normally.

"This is..." Orihime's voice broke in, "what did Wal...Wal..."

"Walpurgisnacht," Sayaka supplied, watching just as carefully as Homura herself, if only to avoid looking at the _other_ injured girl.

"Yes," the auburn-haired girl blushed slightly, "What did she do to you?"

"Well, I got burned on like half my body," Kyoko chimed in, "which hurts like a bitch by the way."

Homura elected to ignore the interruption, "I was cut by a Familiar in my leg, and if Kyoko's theory is accurate, hit by Walpurgisnacht herself in the same spot though I did not notice it. Nor did I notice my arm being broken, I assume by my final attack. According to Kyoko, it has something to do with Walpurgisnacht's powers, but I cannot confirm that."

Orihime frowned ever so slightly, as the golden dome of her shield had a dark taint inside it, hovering over Homura's arm, "I...I think that Sakura-san is correct. This reminds me of the time...when I couldn't heal Kurosaki-kun. There's foreign reiatsu all over your wounds Akemi-san."

Unsurprisingly, Madoka bit her lip and looked very worried by that revelation. For her own part, Homura just frowned ever so slightly, and sighed softly.

"So it would appear."

"You _can_ heal it, right?" the pinkette asked worriedly.

"...yes," the healer replied, smile a bit strained, "But it might take a little while. Healing wounds like this takes more time, because I have to cleanse them before I can heal the wound itself. It's a bit like restoring a Grief Seed."

Sayaka gulped, "Is that why I couldn't do anything? Why they aren't healing on their own?"

"Most likely," Orihime nodded, "But I wouldn't worry Miki-san. I can heal them myself, and your own abilities are cool too!"

A weak smile came to the bluenette's face at that, "Thanks."

"It's no problem."

With that said, the busty teenager returned to her work. Homura merely leaned back, realizing it may be some time before she was healed. With that knowledge in mind, she allowed her eyes to drift shut once more. Her impromptu nap had been much more like a coma, and had not restored her energy. Energy that she felt fading away, now that she no longer needed to focus on staying awake.

It was only a minute or so before the time-traveler was once more asleep, Madoka clutching her hand tightly.

* * *

Homura would only awaken several hours later, feeling much more refreshed now that she had properly slept. And now that her arm was out of the cast, and she was able to sit up in her bed, Madoka by her side as she had been ever since the fight had ended. Kyoko had already wandered off with Sayaka, claiming that she was 'damn glad to get out of bed'. As such, it might well have just been Homura and her dearest friend in the training room, were it not for one thing. Rukia was sitting across from them, a very serious expression on her face. Considering they had already won the ultimate conflict, it almost worried Homura to see such an expression.

Especially as it was rather rare on the shinigami, unless something truly _was_ serious.

"I'm glad to see that Orihime was able to heal you two," the shinigami began, a small smile crossing her face, "I knew she could do it. There is very little that girl can't do when she puts her mind to it."

"That I can believe," Homura nodded, "for not being a Magical Girl, her powers are highly impressive."

"That is actually the reason I'm here," Rukia continued, the smile quickly fading away.

An eyebrow went up, "Something to do with Magical Girls?"

The teenager would be lying if she said that didn't worry her. Maybe the bracelets weren't as effective as they were advertised?

"Nothing to do with you and your group," the shorter girl replied, "But...have you been wondering where Kyubey went?"

"Somewhat. I had assumed he was planning something, but what I couldn't say. I was not about to complain that he left Madoka alone."

"But why would he leave me alone though?" the girl in question asked, "I thought you said Kyubey always wanted to contract me?"

Unlike Kyoko, Rukia didn't question the wording of that comment, aside from a raised eyebrow. Homura was grateful for that, if nothing else. Rukia was arguably her closest friend behind Madoka, after everything they had been through together. It felt exceedingly odd to admit, but the Magical Girl _did_ trust the shinigami with her life. And Rukia never was one to ask questions if it was obviously something private. She respected the boundaries of others, and would never push them unless their name was Ichigo Kurosaki. And in that case...well, she did it because the two of them were as close as Homura was to Madoka.

"He is planning something," that being said, she did have an answer to the pinkette's question, "But the thing is...remember how I killed one of his bodies?"

The teens nodded, with Madoka being the one to answer, "Yeah. Wasn't that when Kyoko-chan first met us?"

"Exactly," Rukia nodded, "at the time, I had assumed all I did was delay him. But no new body manifested, and I haven't felt him at all since then. I found out why a few days later...it's why none of the Captains could assist with Walpurgisnacht. Even if we _had_ asked for their aid."

That...sounded ominous.

"What do you mean?"

Rukia sighed softly, "Exactly what I said. You remember our theory about how he could change bodies?"

"That Kyubey only held a portion of his soul in each body, and would 'jump' to a different one if one was killed, yes," Homura answered, before something hit her like the proverbial load of bricks, "...you aren't saying..."

"Unfortunately, yes I am," the shinigami looked unhappy, "When I killed that body, and I assume this is because I used a Zanpakutō, the soul _in_ that body was sent on to Soul Society."

Homura felt like her world had been pulled from under her. The idea of the Incubator in Soul Society...that terrified her, more than she would like to admit. It was bad enough that he could mess around with living girls. In a world of nothing but souls...what would he do? _How_ would he act? If she knew the Incubators at all, and she very well did, she already knew the answer. Kyubey would take full advantage of his situation, and use it to help his goals. When his goal was gathering energy by corrupting souls into Witches...well, one didn't need to be a genius to know where this was going.

She felt more than a little sick at the thought, actually.

"What does that mean?" Madoka didn't understand as quickly, looking to her...friend? Girlfriend?

"It means that Kyubey has likely been contracting the souls of young girls, just as he did with their living counterparts. Am I correct?"

The shinigami scowled remarkably like Ichigo, "Yes. The problem is, when he contracts a girl who is already a soul, she is _more_ powerful than she might otherwise be. And equally weaker to falling to despair, especially as the lower districts of the Rukon are...not nice places to live. We wouldn't have normally noticed, especially out in Zaraki. But when it happened repeatedly and reports began to come in..."

"You knew exactly what was happening," Homura replied, "Or, at least, the Captains contacted Urahara."

"He contacted them actually, the man loves hacking into the records of their meetings," Rukia frowned slightly, "in any case though, it confirms why he gave up on Madoka. She may have more potential than the average girl, but a rich 'hunting' ground like the lower districts? That is more than enough to make up for it."

"He's turning..." the pinkette squeezed Homura's hand tightly, "That's horrible..."

Rukia couldn't deny that, "It is. Hollows have always been a problem in the Rukon...we simply don't have the manpower to cover everywhere at once, in addition to the World of the Living. Toss in that the war with Aizen cut our manpower further...it's difficult. Especially as Witches are more dangerous than all but the strongest Hollows, due to the Labyrinths."

"You want our help?" Homura asked, a sinking feeling in her stomach. She had thought her fight done...that she could spend time with Madoka in peace, and never have to worry apart from the occasional Witch.

Surprisingly, the shinigami shook her head, "No. This is our fight. Unlike Ichigo and his friends- who already volunteered to help -you're all still alive and uninvolved with Soul Society. Yes, a couple of Captains argued it is you and the other Magical Girls at fault for this situation..."

Homura sighed, "It is hard to argue that point. I myself carry most of the blame, since I got Kyubey interested in the shinigami in the first place."

"...but the others agree with my report," Rukia continued, a small smile on her face, "While I wouldn't turn down your help...all of you have earned the chance to rest. You especially Homura. If you hadn't brought Kyubey to our attention, we never would have realized what the Incubators were doing. Right now, we owe you a debt for that, and it would be wrong to force you to fight our battles."

She didn't want to deny that fact. Homura wanted nothing more than to let them fight their own battle, and live in peace. Let the shinigami handle Kybuey, and just live with Madoka without having to get involved in things beyond her experience. She would be forever grateful to Rukia and the others, but Homura had only wanted to defeat Walpurgisnacht...that was her story, her battle. Once it was over, it was only reasonable that she could lay down her weapons and live her life with her friend...friends. Only fighting when there wasn't a choice, as Witches would always exist...the shinigami could never have gotten bracelets to every single Magical Girl.

But this was a situation at least partially of her own making. Rukia was her closest friend outside Madoka, and the idea of leaving her to fight this alone rubbed the girl the wrong way.

"Even so..." Homura began, before Rukia held up her hand.

"No," the shinigami said shortly, "Homura, you earned your rest. Believe me, if things get bad enough we _will_ come to ask you and the others for help. But right now, you need to rest and enjoy your lives. It isn't our place to take that from you, and the others. Urahara will continue to work on reversing what happened to you. Orihime will continue to cleanse any Grief Seeds you send her way. But, for now, that is all you need to do."

With a final, small smile, the shinigami got to her feet, "Enjoy your life. I'll stop by when I can, same with Ichigo."

And with that, the girl left the room. Homura watched her go, a small amount of guilt still gnawing at her insides. At least...until Madoka pulled her into a soft, gentle hug. The teenager melted into that hug, feeling Madoka's heartbeat against her own chest. Her dearest friend...the girl she loved...was still alive and well. Walpurgisnacht was gone for good. She would never have to go back and repeat this horrible month again.

Perhaps, Rukia was correct. If things truly necessitated her and the other Magical Girls providing aid, they would in a heartbeat. But for now...perhaps what she really needed was time to rest. Time to recover from all she had done, and maybe live a normal life.

 _Yes...that would be nice. More than nice._

"Akemi-san? Kaname-san?" Mami poked her head around the corner, "I've prepared a meal for everyone, if you two are hungry. Yuki-chan is quite proud of her cakes, and she was hoping you would try them."

"Come on Homura-chan," Madoka pulled at her friend's arm, "Let's go eat with everyone!"

Homura smiled, for the first time unburdened by her fears of the future, "Okay Madoka."

 _This is everything I have fought for. If I must fight in the future, I will. But for now, I should enjoy my new life._

* * *

 **AN: Obvious sequel hook is obvious. In all honesty though, I've had plans for a 'Bleach Arc' since the start. Originally, it was going to be in here. Then I realized, as I've been saying from the start...  
**

 **This was _Homura's_ story. And her story begins and ends with Walpurgisnacht. That is why we had such a narrow focus, and didn't touch on Soul Society until the end. It's also what Kyubey's been up to.**

 **That will be the sequel. Which will still be having Homura as the main character, but will have _much_ more cast interaction. That also won't be posted until I have a good crop of chapters...probably at least six or so. First one is done, but it'll take time for the rest.  
**

 **Reviews:**

 **Krazyfanfiction1:** Nope, just the Getsugas.

 **Venomous dragons bite:**...well, Kyubey went wrong. But I've also said this one won't get dark.

 **wolfdude16:** Yeah...to be fair, it was a Bankai/Hollowfied Getsuga that did it. I debated having Kyoko break out the giant spear.

But I liked the way it went more. Plus, I can save that for later.

 **MWkillkenny84:** Glad you liked it!

 **Aceina:** Here it is.

 **gates:** Fun in the Soul Society...whenever I have time to get my chapter surplus back up.

 **guest:** Glad you liked it!

 **AN: There we go. Again, _thank you_ to everyone who read this. I hope you'll all be back for the sequel!**


End file.
